Exhibit 4.3


 


EXECUTION VERSION





 


CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC.,

Depositor,


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Master Servicer,


 


lnr
partners, llc,

Special Servicer,


 


Park
Bridge lender services llc,

Operating Advisor and Asset Representations Reviewer,


 


citibank,
n.a.,

Certificate Administrator,


 


and


 


wilmington
trust, national association,

Trustee


 


 






 


POOLING
AND SERVICING AGREEMENT

Dated as of February 1, 2019


 










 



 




Benchmark
2019-B9 Mortgage Trust

Commercial Mortgage Pass-Through Certificates

Series 2019-B9


 




     


     


    

 


TABLE
OF CONTENTS


 




	 	 	PAGE
	 
	Article
                                         I

                                                

                                               DEFINITIONS

	 
	Section 1.01	Defined
    Terms	7
	Section 1.02	Certain
    Calculations	131
	Section 1.03   	Certain
    Constructions	136
	 	 	 
	Article
    II 
	 
	CONVEYANCE OF MORTGAGE
    LOANS; 

    ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.01   	Conveyance
    of Mortgage Loans	136
	Section 2.02   	Acceptance
    by the Trustee, the Custodian and the Certificate Administrator	142
	Section
2.03	Mortgage
    Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and Breaches
    of Representations and Warranties	145
	Section 2.04   	Representations
    and Warranties of the Depositor	161
	Section 2.05   	Representations,
    Warranties and Covenants of the Master Servicer	163
	Section 2.06   	Representations,
    Warranties and Covenants of the Special Servicer	165
	Section 2.07   	Representations
    and Warranties of the Trustee	166
	Section 2.08   	Representations
    and Warranties of the Certificate Administrator	168
	Section 2.09   	Representations,
    Warranties and Covenants of the Operating Advisor	169
	Section 2.10   	Representations,
    Warranties and Covenants of the Asset Representations Reviewer	171
	Section 2.11   	Execution
    and Delivery of Certificates; Issuance of Lower-Tier Regular Interests	173
	Section 2.12   	Miscellaneous
    REMIC and Grantor Trust Provisions	174
	 	 	 
	Article
                                         III

                                                

                                               ADMINISTRATION
                                         AND SERVICING 

                                         OF THE MORTGAGE LOANS

	 
	Section 3.01   	Master
    Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements; Outside Serviced Mortgage
    Loans	175
	Section 3.02   	Liability
    of the Master Servicer and the Special Servicer	188
	Section 3.03   	Collection
    of Certain Mortgage Loan Payments	189
	Section 3.04   	Collection
    of Taxes, Assessments and Similar Items; Escrow Accounts	191



 






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	 	 	PAGE



	 	 	 
	Section 3.05   	Collection
    Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account	193
	Section 3.05 A.   	Loan
    Combination Custodial Account	198
	Section 3.06   	Permitted
    Withdrawals From the Collection Account	200
	Section 3.06 A.   	Permitted
    Withdrawals From the Loan Combination Custodial Account	207
	Section 3.07   	Investment
    of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts	212
	Section 3.08   	Maintenance
    of Insurance Policies and Errors and Omissions and Fidelity Coverage	214
	Section 3.09   	Enforcement
    of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions	219
	Section 3.10   	Appraisal
    Reductions; Calculation and Allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans	226
	Section 3.11   	Trustee,
    Certificate Administrator and Custodian to Cooperate; Release of Mortgage Files	233
	Section 3.12   	Servicing
    Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation	234
	Section 3.13   	Compensating
    Interest Payments	241
	Section 3.14   	Application
    of Penalty Charges and Modification Fees	242
	Section 3.15   	Access
    to Certain Documentation	244
	Section 3.16   	Title
    and Management of REO Properties	246
	Section 3.17   	Sale
    of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans	250
	Section 3.18   	Additional
    Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Serviced
    Companion Loan Holder	258
	Section 3.19   	Lock-Box
    Accounts, Escrow Accounts	260
	Section 3.20   	Property
    Advances	260
	Section 3.21   	Appointment
    of Special Servicer; Asset Status Reports	264
	Section 3.22   	Transfer
    of Servicing Between Master Servicer and Special Servicer; Record Keeping	271
	Section 3.23   	Interest
    Reserve Account	272
	Section 3.24   	Modifications,
    Waivers, Amendments and Other Actions	272
	Section 3.25   	Additional
    Obligations With Respect to Certain Mortgage Loans	278
	Section 3.26   	Certain
    Matters Relating to the Outside Serviced Mortgage Loans	279
	Section 3.27   	Additional
    Matters Regarding Advance Reimbursement	279
	Section 3.28   	Serviced
    Companion Loan Intercreditor Matters	281
	Section 3.29   	Appointment
    and Duties of the Operating Advisor	284
	Section 3.30   	Rating
    Agency Confirmation	290
	Section 3.31   	General
    Acknowledgement Regarding Companion Loan Holders	293
	Section 3.32   	Delivery
    of Excluded Information to the Certificate Administrator	294
	Section 3.33   	Litigation
    Control	294



 






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	 	 	Page



	 
	Article
                                         IV

                                                

                                               DISTRIBUTIONS
                                         TO CERTIFICATEHOLDERS

	 
	Section 4.01   	Distributions	299
	Section 4.02   	Statements
    to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer	312
	Section 4.03   	Compliance
    With Withholding Requirements	333
	Section 4.04   	REMIC
    Compliance	334
	Section 4.05   	Imposition
    of Tax on the Trust REMICs	336
	Section 4.06   	Remittances;
    P&I Advances	337
	Section 4.07   	Grantor
    Trust Reporting	343
	Section 4.08   	Calculations	344
	Section 4.09   	Secure
    Data Room	344
	 	 	 
	Article
                                         V

                                                

                                               THE
                                         CERTIFICATES

	 
	Section 5.01   	The
    Certificates	346
	Section 5.02   	Form
    and Registration	347
	Section 5.03   	Registration
    of Transfer and Exchange of Certificates	351
	Section 5.04   	Mutilated,
    Destroyed, Lost or Stolen Certificates	359
	Section 5.05   	Persons
    Deemed Owners	359
	Section 5.06   	Appointment
    of Paying Agent	360
	Section 5.07   	Access
    to Certificateholders’ Names and Addresses; Special Notices	360
	Section 5.08   	Actions
    of Certificateholders	361
	Section 5.09   	Authenticating
    Agent	362
	Section 5.10   	Appointment
    of Custodian	363
	Section 5.11   	Maintenance
    of Office or Agency	364
	Section 5.12   	Voting
    Procedures	364
	 	 	 
	Article
                                         VI

                                                

                                               THE
                                         DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the

                                         Operating Advisor, THE Asset Representations Reviewer and
                                         the 

                                         Controlling Class Representative

	 
	Section 6.01   	Liability
    of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor	365
	Section 6.02   	Merger
    or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer	366
	Section 6.03   	Limitation
    on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
    Reviewer and Others	367
	Section 6.04   	Limitation
    on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor	368



 






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	 	 	Page



	 	 	 
	Section 6.05   	Rights
    of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer	371
	Section 6.06   	Master
    Servicer, Special Servicer as Owner of a Certificate	371
	Section 6.07   	Rating
    Agency Fees	372
	Section 6.08   	Termination
    of the Special Servicer	372
	Section 6.09   	The
    Directing Holder, the Controlling Class Representative and the Risk Retention Consultation Parties	379
	 	 	 
	Article
                                         VII

                                                

                                               DEFAULT

	 
	Section 7.01   	Servicer
    Termination Events	388
	Section 7.02   	Trustee
    to Act; Appointment of Successor	395
	Section 7.03   	Notification
    to Certificateholders	396
	Section 7.04   	Other
    Remedies of Trustee	397
	Section 7.05   	Waiver
    of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	397
	Section 7.06   	Termination
    of the Operating Advisor	399
	 	 	 
	Article
                                         VIII

                                                

                                               CONCERNING
                                         THE TRUSTEE and The Certificate Administrator

	 
	Section 8.01   	Duties
    of the Trustee and the Certificate Administrator	402
	Section 8.02   	Certain
    Matters Affecting the Trustee and the Certificate Administrator	405
	Section 8.03   	Neither
    the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans	408
	Section 8.04   	Trustee
    and Certificate Administrator May Own Certificates	409
	Section 8.05   	Payment
    of Trustee/Certificate Administrator Fees and Expenses; Indemnification	410
	Section 8.06   	Eligibility
    Requirements for the Trustee and the Certificate Administrator	413
	Section 8.07   	Resignation
    and Removal of the Trustee or the Certificate Administrator	414
	Section 8.08   	Successor
    Trustee or Successor Certificate Administrator	416
	Section 8.09   	Merger
    or Consolidation of the Trustee or the Certificate Administrator	416
	Section 8.10   	Appointment
    of Co-Trustee or Separate Trustee	417
	Section 8.11   	Access
    to Certain Information	418
	 	 	 
	Article
                                         IX

                                                

                                               TERMINATION;
                                         OPTIONAL MORTGAGE LOAN PURCHASE

	 
	Section 9.01   	Termination;
    Optional Mortgage Loan Purchase	420



 






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	 	 	Page



	 
	Article
                                         X

                                                

                                               EXCHANGE
                                         ACT REPORTING AND REGULATION AB COMPLIANCE

	 
	Section 10.01   	Intent
    of the Parties; Reasonableness	424
	Section 10.02   	Succession;
    Sub-Servicers; Subcontractors	425
	Section 10.03   	Filing
    Obligations	428
	Section 10.04   	Form
    10-D and Form ABS-EE Filings	429
	Section 10.05   	Form
    10-K Filings	433
	Section 10.06   	Sarbanes-Oxley
    Certification	436
	Section 10.07   	Form
    8-K Filings	437
	Section 10.08   	Annual
    Compliance Statements	440
	Section 10.09   	Annual
    Reports on Assessment of Compliance With Servicing Criteria	441
	Section 10.10   	Annual
    Independent Public Accountants’ Servicing Report	443
	Section 10.11   	Significant
    Obligors	444
	Section 10.12   	Indemnification	445
	Section 10.13   	Amendments	448
	Section 10.14   	Regulation
    AB Notices	448
	Section 10.15   	Termination
    of the Certificate Administrator	449
	Section 10.16   	Termination
    of the Master Servicer or the Special Servicer	449
	Section 10.17   	Termination
    of Sub-Servicing Agreements	449
	Section 10.18   	Notification
    Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan	450
	Section 10.19   	Termination
    of Exchange Act Filings With Respect to the Trust	452
	 	 	 
	

                     Article
                    XI

                     

                    ASSET
                    REVIEW PROVISIONS

	 
	Section 11.01   	Asset
    Review	453
	Section 11.02   	Payment
    of Asset Representations Asset Review Fee and Expenses; Limitation of Liability	460
	Section 11.03   	Resignation
    of the Asset Representations Reviewer	461
	Section 11.04   	Restrictions
    of the Asset Representations Reviewer	461
	Section 11.05   	Termination
    of the Asset Representations Reviewer	461
	 	 	 
	Article
                                         XII

                                                

                                               MISCELLANEOUS
                                         PROVISIONS

	 
	Section 12.01   	Counterparts	465
	Section 12.02   	Limitation
    on Rights of Certificateholders	465
	Section 12.03   	Governing
    Law	465
	Section 12.04   	Notices	466
	Section 12.05   	Severability
    of Provisions	475



 






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	 	 	Page



	 	 	 
	Section 12.06   	Notice
    to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency	475
	Section 12.07   	Amendment	477
	Section 12.08   	Confirmation
    of Intent	480
	Section 12.09   	Third-Party
    Beneficiaries	481
	Section 12.10   	Request
    by Certificateholders or the Serviced Companion Loan Holder	482
	Section 12.11   	Waiver
    of Jury Trial	482
	Section 12.12   	Submission
    to Jurisdiction	482
	Section 12.13   	Exchange
    Act Rule 17g-5 Procedures	482
	Section 12.14   	Cooperation
    With the Mortgage Loan Sellers With Respect to Rights Under the Loan Agreements	488





 






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TABLE
OF EXHIBITS


 


	Exhibit A-1  	Form
                                         of Class A-1 Certificate






	Exhibit A-2	Form
                                         of Class A-2 Certificate






	Exhibit A-3	Form
                                         of Class A-3 Certificate






	Exhibit A-4	Form
                                         of Class A-4 Certificate






	Exhibit A-5	Form
                                         of Class A-5 Certificate






	Exhibit A-6	Form
                                         of Class A-AB Certificate






	Exhibit A-7	Form
                                         of Class X-A Certificate






	Exhibit A-8	Form
                                         of Class A-S Certificate






	Exhibit A-9	Form
                                         of Class B Certificate






	Exhibit A-10	Form
                                         of Class C Certificate






	Exhibit A-11	Form
                                         of Class X-B Certificate






	Exhibit A-12	Form
                                         of Class X-D Certificate






	Exhibit A-13	Form
                                         of Class X-F Certificate






	Exhibit A-14  	Form
                                         of Class X-G Certificate






	Exhibit A-15  	Form
                                         of Class X-H Certificate






	Exhibit A-16  	Form
                                         of Class X-J Certificate






	Exhibit A-17  	Form
                                         of Class D Certificate






	Exhibit A-18  	Form
                                         of Class E Certificate






	Exhibit A-19  	Form
                                         of Class F Certificate






	Exhibit A-20  	Form
                                         of Class G Certificate






	Exhibit A-21  	Form
                                         of Class H Certificate






	Exhibit A-22  	Form
                                         of Class J Certificate






	Exhibit A-23  	Form
                                         of Class R Certificate






	Exhibit A-24  	Form
                                         of Class S Certificate






	Exhibit A-25  	Form
                                         of Class VRR Certificate






	Exhibit B     	Mortgage
                                         Loan Schedule






	Exhibit C  	Form
                                         of Request for Release






	Exhibit D  	Form
                                         of Distribution Date Statement






	Exhibit E  	Form
                                         of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global
                                         Certificate






	Exhibit F  	Form
                                         of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate






	Exhibit G  	Form
                                         of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global
                                         Certificate during Restricted Period






	Exhibit H  	Form
                                         of Certification to be given by Certificate Owner of Temporary Regulation S Global Certificate






	Exhibit I  	Form
                                         of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global
                                         Certificate






	Exhibit J  	Form
                                         of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate






	Exhibit K  	Form
                                         of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate






	Exhibit L-1  	Form
                                         of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue
                                         Code of 1986, as Amended



 






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	Exhibit L-2A  	Form
                                         of Transferor Letter for Transfer of Class R Certificates






	Exhibit L-2B  	Form
                                         of Transferor Letter for Transfer of Non-Book Entry Certificates (other than Public Certificates)






	Exhibit L-3  	Form
                                         of Transferee Letter






	Exhibit L-4  	Form
                                         of Investment Representation Letter






	Exhibit L-5  	Form
                                         of Transferee Certificate for Transfer of VRR Interest






	Exhibit L-6  	Form
                                         of Transferor Certificate for Transfer of VRR Interest






	Exhibit M-1A  	Form
                                         of Investor Certification for Non-Borrower Party (for persons other than the Controlling
                                         Class Representative and/or a Controlling Class Certificateholder)






	Exhibit M-1B  	Form
                                         of Investor Certification for Non-Borrower Party (for the Controlling Class Representative
                                         and/or a Controlling Class Certificateholder)






	Exhibit M-1C  	Form
                                         of Investor Certification for Borrower Party (for the Controlling Class Representative
                                         and/or a Controlling Class Certificateholder)






	Exhibit M-1D  	Form
                                         of Investor Certification for Borrower Party (for persons other than the Controlling
                                         Class Representative and/or a Controlling Class Certificateholder, a Risk Retention Consultation
                                         Party or a Holder of Class VRR Certificate(s))






	Exhibit M-1E  	Form
                                         of Investor Certification for Borrower Party (for a Risk Retention Consultation Party
                                         or a Holder of Class VRR Certificate(s))






	Exhibit M-1F  	Form
                                         of Notice of Excluded Controlling Class Holder






	Exhibit M-1G  	Form
                                         of Notice of Excluded Controlling Class Holder to Certificate Administrator






	Exhibit M-1H  	Form
                                         of Certification of the Controlling Class Representative






	Exhibit M-1I  	Form
                                         of Certification of a Risk Retention Consultation Party






	Exhibit M-2A  	Form
                                         of Investor Certification for Exercising Voting Rights for Non-Borrower Party






	Exhibit M-2B  	Form
                                         of Investor Certification for Exercising Voting Rights for Borrower Party






	Exhibit M-3  	Form
                                         of Online Vendor Certification






	Exhibit M-4  	Form
                                         of Confidentiality Agreement






	Exhibit M-5  	Form
                                         of NRSRO Certification






	Exhibit N  	Custodian
                                         Certification






	Exhibit O  	Servicing
                                         Criteria to be Addressed in Assessment of Compliance






	Exhibit P  	[Reserved]






	Exhibit Q  	Retained
                                         Defeasance Rights and Obligations Mortgage Loans






	Exhibit R  	Form
                                         of Operating Advisor Annual Report






	Exhibit S  	Sub-Servicing
                                         Agreements






	Exhibit T  	Form
                                         of Recommendation of Special Servicer Termination






	Exhibit U  	Additional
                                         Form 10-D Disclosure






	Exhibit V  	Additional
                                         Form 10-K Disclosure






	Exhibit W-1  	Form
                                         of Additional Disclosure Notification






	Exhibit W-2  	Form
                                         of Additional Disclosure Notification (Accounts)






	Exhibit W-3  	Form
                                         of Notice of Additional Indebtedness Notification






	Exhibit X  	Form
                                         Certification to be Provided with Form 10-K






	Exhibit Y-1   	Form
                                         of Certification to be Provided to Depositor by the Certificate Administrator



 






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	Exhibit Y-2  	Form
                                         of Certification to be Provided to Depositor by the Master Servicer






	Exhibit Y-3  	Form
                                         of Certification to be Provided to Depositor by the Special Servicer






	Exhibit Y-4  	Form
                                         of Certification to be Provided to Depositor by the Operating Advisor






	Exhibit Y-5  	Form
                                         of Certification to be Provided to Depositor by the Custodian






	Exhibit Y-6  	Form
                                         of Certification to be Provided to Depositor by the Trustee






	Exhibit Y-7  	Form
                                         of Certification to be Provided to Depositor by the Asset Representations Reviewer






	Exhibit Y-8  	Form
                                         of Certification to be Provided to Depositor by a Sub-Servicer






	Exhibit Z  	Form
                                         8-K Disclosure Information






	Exhibit AA-1  	Form
                                         of Power of Attorney for Master Servicer






	Exhibit AA-2  	Form
                                         of Power of Attorney for Special Servicer






	Exhibit BB  	Class
                                         A-AB Scheduled Principal Balance






	Exhibit CC  	[Reserved]






	Exhibit DD  	Form
                                         of Notice and Certification Regarding Defeasance of Mortgage Loan






	Exhibit EE  	[Reserved]






	Exhibit FF-1  	Form
                                         of Notice Regarding Outside Serviced Mortgage Loan (Kawa Mixed Use Portfolio, Staples
                                         Strategic Industrial, 10 Brookline Place and 1421 West Shure Drive)






	Exhibit FF-2  	Form
                                         of Notice Regarding Outside Serviced Mortgage Loan (Aventura Mall)






	Exhibit FF-3  	Form
                                         of Notice Regarding Outside Serviced Mortgage Loan (Liberty Station Retail) [TO BE SENT
                                         UPON THE RELATED SERVICING SHIFT DATE]






	Exhibit GG  	Specified
                                         Mortgage Loans






	Exhibit HH  	Form
                                         of Asset Review Report






	Exhibit II  	Form
                                         of Asset Review Report Summary






	Exhibit JJ  	Asset
                                         Review Procedures






	Exhibit KK  	Form
                                         of Certification to Certificate Administrator Requesting Access to Secure Data Room






	Exhibit LL  	Form
                                         of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation
                                         of Asset Review Trigger]






	Exhibit MM	Form
                                         of Certificate Administrator Receipt in Respect of Risk Retention Certificates



 




     -iii-


     


    

 


Pooling
and Servicing Agreement, dated as of February 1, 2019, among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC,
as Operating Advisor, Park Bridge Lender Services LLC, as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Wilmington Trust, N.A., as Trustee.


 


PRELIMINARY
STATEMENT:



(Terms used but not defined in this Preliminary

Statement shall have the meanings

specified in Article I hereof)


 


The
Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes which in the aggregate will evidence
the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans. As provided herein, the
Certificate Administrator will elect that two segregated portions of the Trust Fund (other than any VRR Specific Grantor Trust
Assets and any Class S Specific Grantor Trust Assets) be treated for federal income tax purposes as two separate REMICs (designated
as the “Upper-Tier REMIC” and the “Lower-Tier REMIC”, respectively). In addition, the parties
intend that the portion of the Trust Fund consisting of any VRR Specific Grantor Trust Assets and any Class S Specific Grantor
Trust Assets will be treated as a grantor trust under subpart E of Part I of subchapter J of the Code. Solely for federal income
tax purposes, the Class VRR Certificates shall represent undivided beneficial interests in any VRR Specific Grantor Trust Assets,
and the Class S Certificates shall represent undivided beneficial interests in any Class S Specific Grantor Trust Assets.


 


The
Lower-Tier REMIC will hold the Mortgage Loans (exclusive of any Excess Interest) and will issue (i) 16 classes of uncertificated
Lower-Tier Regular Interests (designated as the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class
LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class LJ and Class LVRR Lower-Tier Regular Interests,
respectively), each of which will constitute a class of “regular interests” in the Lower-Tier REMIC, and (ii) the
Lower-Tier Residual Interest, which will be the sole class of “residual interests” in the Lower-Tier REMIC and will
be evidenced by the Class R Certificates.


 




    	 



    	 



    

 


The
following table sets forth the per annum rate at which interest will accrue on, and the original Lower-Tier Principal Balance
of, each Lower-Tier Regular Interest:


 


	Designation
                           of

                           Lower-Tier Regular Interest 
	 	Interest
                           Rate 
	 	Original

                           Lower-Tier

                           Principal Balance 

	Class LA-1	 	(1)	 	$15,600,000
	Class LA-2	 	(1)	 	$15,800,000
	Class LA-3	 	(1)	 	$8,867,000
	Class LA-4	 	(1)	 	$130,000,000
	Class LA-5	 	(1)	 	$385,272,000
	Class LA-AB	 	(1)	 	$32,000,000
	Class LA-S	 	(1)	 	$61,901,000
	Class LB	 	(1)	 	$38,820,000
	Class LC	 	(1)	 	$39,869,000
	Class LD	 	(1)	 	$26,229,000
	Class LE	 	(1)	 	$19,934,000
	Class LF	 	(1)	 	$20,984,000
	Class LG	 	(1)	 	$9,443,000
	Class LH	 	(1)	 	$9,442,000
	Class LJ	 	(1)	 	$25,180,928
	Class LVRR	 	(1)	 	$44,175,891


 


 






		(1)	Each
                                         Lower-Tier Regular Interest will accrue interest at the WAC Rate in effect from time
                                         to time.



 


The
Lower-Tier Residual Interest will not have a Lower-Tier Principal Balance, will not bear interest and will not be entitled to
distributions of Yield Maintenance Charges. Any Aggregate Available Funds remaining in the Lower-Tier REMIC Distribution Account
after all distributions deemed made on the Lower-Tier Regular Interests on any Distribution Date will be payable to the Holders
of the Class R Certificates in respect of the Lower-Tier Residual Interest.


 




    -2-


     


    

 


UPPER-TIER
REMIC


 


The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue (i) the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates, each
class of which evidences a class of “regular interests” in the Upper-Tier REMIC, (ii) the Class VRR Upper-Tier Regular
Interest, which will be a class of “regular interests” in the Upper-Tier REMIC, (iii) the Class X-A, Class X-B, Class
X-D, Class X-F, Class X-G, Class X-H and Class X-J Certificates, each class of which evidences one or more classes of “regular
interests” in the Upper-Tier REMIC, and (iv) the Upper-Tier Residual Interest, which will be the sole class of “residual
interests” in the Upper-Tier REMIC and will also be evidenced by the Class R Certificates.


 


The
following table sets forth the approximate initial pass-through rate and the original Certificate Balance or, in the case of the
Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H and Class X-J Certificates, original Notional Amount, as applicable,
for each Class of Non-Vertically Retained Regular Certificates and for the Class VRR Upper-Tier Regular Interest:


 


	Class
                           Designation 
	 	Approximate

                           Initial

                           Pass-Through Rate

                           (per annum) 
	 	Original

                           Certificate Balance / Original Notional Amount 

	Class A-1	 	3.0159%	 	$15,600,000
	Class A-2	 	3.9525%	 	$15,800,000
	Class A-3	 	3.7466%	 	$8,867,000
	Class A-4	 	3.7508%	 	$130,000,000
	Class A-5	 	4.0156%	 	$385,272,000
	Class A-AB	 	3.9325%	 	$32,000,000
	Class X-A(1)	 	1.0493%	 	$649,440,000
	Class A-S	 	4.2669%	 	$61,901,000
	Class B	 	4.4681%	 	$38,820,000
	Class C	 	4.9706%	 	$39,869,000
	Class X-B(1)	 	0.2799%	 	$78,689,000
	Class X-D(1)	 	2.0026%	 	$46,163,000
	Class X-F(1)	 	1.2500%	 	$20,984,000
	Class X-G(1)	 	1.2500%	 	$9,443,000
	Class X-H(1)	 	1.2500%	 	$9,442,000
	Class X-J(1)	 	1.2500%	 	$25,180,928
	Class D	 	3.0000%	 	$26,229,000
	Class E	 	3.0000%	 	$19,934,000
	Class F	 	3.7526%	 	$20,984,000
	Class G	 	3.7526%	 	$9,443,000
	Class H	 	3.7526%	 	$9,442,000
	Class J	 	3.7526%	 	$25,180,928



 






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	Class VRR Upper-Tier Regular
    Interest	 	(2)	 	$44,175,891(3)


 





 






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



 


		(2)	Other
                                         than for tax reporting purposes, the Class VRR Upper-Tier Regular Interest will not have
                                         a Pass-Through Rate, but will be entitled to interest on any Distribution Date equal
                                         to the VRR Interest Distribution Amount for such Distribution Date. For tax reporting
                                         purposes, the Class VRR Upper-Tier Regular Interest will accrue interest at the WAC Rate
                                         in effect from time to time.



 


		(3)	$44,175,891
                                         is also the Original Certificate Balance of the Class VRR Certificates.



 


The
Upper-Tier Residual Interest 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 Aggregate Available Funds remaining in the Upper-Tier REMIC Distribution Account,
after all required distributions under this Agreement have been made with respect to the Regular Certificates, will be distributed
to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest.


 


The
following table sets forth, with respect to each Class of Non-Vertically Retained Principal Balance Certificates and with respect
to the Class VRR Upper-Tier Regular Interest, the corresponding Lower-Tier Regular Interest (the “Corresponding Lower-Tier
Regular Interest”) and the corresponding component of the Class X Certificates (the “Corresponding Component”).
Each Class of Non-Vertically Retained Principal Balance Certificates constitutes the “Corresponding Certificates”
with respect to each of the Corresponding Lower-Tier Regular Interest and the Corresponding Component (if any) for that Class.
The Class VRR Certificates are the “Corresponding Certificates” with respect to the Class LVRR Lower-Tier Regular
Interest.


 






    -4-


     


    

 


	Class
                           Designation 
	 	Corresponding

                           Lower-Tier Regular Interest(1) 
	 	Corresponding
                           Component(1) 

	Class A-1	 	LA-1	 	Class A-1
	Class A-2	 	LA-2	 	Class A-2
	Class A-3	 	LA-3	 	Class A-3
	Class A-4	 	LA-4	 	Class A-4
	Class A-5	 	LA-5	 	Class A-5
	Class A-AB	 	LA-AB	 	Class A-AB
	Class A-S	 	LA-S	 	Class
    A-S
	Class B	 	LB	 	Class
    B
	Class C	 	LC	 	Class
    C
	Class D	 	LD	 	Class D
	Class E	 	LE	 	Class E
	Class F	 	LF	 	Class F
	Class G	 	LG	 	Class G
	Class H	 	LH	 	Class H
	Class J	 	LJ	 	Class J
	Class VRR Upper-Tier Regular Interest	 	LVRR(2)	 	N/A


 





 






		(1)	The
                                         Corresponding Lower-Tier Regular Interest and the Corresponding Component, if any, with
                                         respect to any Class of Non-Vertically Retained Principal Balance Certificates are also
                                         the Corresponding Lower-Tier Regular Interest and Corresponding Component with respect
                                         to each other.



 


		(2)	The
                                         Class LVRR Lower-Tier Regular Interest is also the Corresponding Lower-Tier Regular Interest
                                         with respect to the Class VRR Certificates.



 


GRANTOR
TRUST


 


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


 


LOAN
COMBINATIONS


 


The
following table (the “Loan Combination Table“) identifies, by loan number for the related Mortgage Loan and
name of the related Mortgaged Property or portfolio of Mortgaged Properties (in each case as set forth on the Mortgage Loan Schedule),
each of the Loan Combinations related to the Trust as of the Closing Date, and further, with respect to each such Loan Combination,
sets forth or otherwise identifies as of the Closing Date: (1) whether the subject Loan Combination is a Serviced Loan Combination,
an Outside Serviced Loan Combination or a


 






    -5-


     


    

 


Servicing
Shift Loan Combination; (2) in the case of an Outside Serviced Loan Combination, the applicable Outside Servicing Agreement; (3)
the date of the related Co-Lender Agreement; and (4) the Note(s) that evidences or collectively evidence, as applicable, (a) the
related Mortgage Loan, (b) any related Pari Passu Companion Loan(s) and (c) any related Subordinate Companion Loan(s).


 


	Loan
    No. for related Mortgage

     Loan 	Name
    of related Mortgaged Property or Portfolio of Mortgaged Properties	Servicing

     Type 	Outside
    Servicing Agreement	Date
    of 

    Co-Lender Agreement	Mortgage

     Loan 	Pari
    Passu Companion

     Loans(s) 	Subordinate
    Companion

     Loan(s) 
	1	3
    Park Avenue	Serviced	N/A	February
    8, 2019	Note
    A-1	Notes
    A-2, A-3, A-4 	N/A
	4	Kawa
    Mixed Use Portfolio	Outside
    Serviced	Benchmark
    2018-B8 PSA	December
    27, 2018	Note
    A-2	Note
    A-1	N/A
	5
    	Staples
    Strategic Industrial	Outside
    Serviced	Benchmark
    2018-B8 PSA	December
    27, 2018	Notes
    A-1-2, A-2-3, A-4	Notes
    A-1-1, A-2-1, A-2-2, A-3	N/A
	7	Fairbridge
    Office Portfolio	Serviced	N/A	January
    28, 2019	Note
    A-1	Note
    A-2	N/A
	8	10
    Brookline Place	Outside
    Serviced	Benchmark
    2018-B8 PSA	December
    27, 2018	Note
    A-2	Note
    A-1	N/A
	10	Liberty
    Station Retail	Servicing
    Shift(1)	N/A(2)	February
    11, 2019	Note
    A-3	Notes
    A-1, A-2	N/A
	12	AC
    Marriott Downtown Tucson	Serviced	N/A	February
    14, 2019	Note
    A-1	Note
    A-2	N/A
	22	Aventura
    Mall	Outside
    Serviced	Aventura
    Mall Trust 2018-AVM TSA	June
    7, 2018	Note
    A-2-A-5-B	Notes
    A-1-A, A-1-B, A-1-C, A-1-D, A-2-A-1, A-2-A-2, A-2-A-3, A-2-A-4, A-2-A-5-A, A-2-B-1, A-2-B-2-A, A-2-B-2-B, A-2-B-2-C, A-2-B-3,
    A-2-B-4, A-2-B-5, A-2-C-1, A-2-C-2, A-2-C-3, A-2-C-4, A-2-C-5, A-2-D-1, A-2-D-2, A-2-D-3, A-2-D-4, A-2-D-5	Notes
    B-1, B-2, B-3, B-4
	26	1421
    West Shure Drive	Outside
    Serviced	 Benchmark
    2018-B8 PSA	December
    27, 2018	Note
    A-2	Note
    A-1	N/A


 





 






		(1)	The
                                         related Servicing Shift Lead Note is Note A-1.



 






    -6-


     


    

 


		(2)	As
                                         of the Closing Date, a Servicing Shift Loan Combination will be a Serviced Loan Combination
                                         serviced pursuant to this Agreement. On and after the related Servicing Shift Date, a
                                         Servicing Shift Loan Combination will be an Outside Serviced Loan Combination serviced
                                         pursuant to the Outside Servicing Agreement governing the securitization of the related
                                         Pari Passu Companion Loan evidenced by the related Servicing Shift Lead Note.



 


CREDIT
RISK RETENTION


 


On
the Closing Date, pursuant to the CREFI Mortgage Loan Purchase Agreement, CREFI, an “originator” (within the meaning
of Regulation RR) of Mortgage Loans and/or portions thereof representing approximately 49.9% of the aggregate Cut-off Date Balance
of all the Mortgage Loans, will receive from the Depositor $22,063,870 of the VRR Interest (such portion of the VRR Interest,
the “VRR1 Interest”), in exchange for a reduction in the price that CREFI is to receive for its sale to the
Depositor of the Mortgage Loans and/or portions thereof that it is transferring to the Depositor.


 


On
the Closing Date, pursuant to the GACC Mortgage Loan Purchase Agreement, DBNY, a “majority-owned affiliate” (within
the meaning of Regulation RR) of GACC, will receive, as partial consideration for the Mortgage Loans and/or portions thereof that
GACC is transferring to the Depositor, $12,750,016 of the VRR Interest (such portion of the VRR Interest, the “VRR2 Interest”).


 


On
the Closing Date, pursuant to the JPMCB Mortgage Loan Purchase Agreement, JPMCB, an “originator” (within the meaning
of Regulation RR) of Mortgage Loans and/or portions thereof representing approximately 21.2% of the aggregate Cut-off Date Balance
of all the Mortgage Loans, will receive from the Depositor $9,362,005 of the VRR Interest (such portion of the VRR Interest, the
“VRR3 Interest”), in exchange for a reduction in the price that JPMCB is to receive for its sale to the Depositor
of the Mortgage Loans and/or portions thereof that it is transferring to the Depositor.


 


As
of the Cut-Off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $883,517,820.


 


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


 


Article
I



DEFINITIONS


 


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


 






    -7-


     


    

 


“3
Park Avenue Mortgage Loan”: The Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule
as 3 Park Avenue.


 


“10
Brookline Place Mortgage Loan”: The Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan
Schedule as 10 Brookline Place.


 


“10-K
Filing Deadline”: As defined in Section 10.05 of this Agreement.


 


“30/360
Basis”: The accrual of interest on the basis of a 360-day year consisting of twelve 30-day months.


 


“1421
West Shure Drive Mortgage Loan”: The Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan
Schedule as 1421 West Shure Drive.


 


“AB
Loan Combination”: A Loan Combination that includes a Subordinate Companion Loan. The only AB Loan Combinations related
to the Trust as of the Closing Date are those with related Notes listed in the Loan Combination Table under the column heading
“Subordinate Companion Loan(s).”


 


“AB
Modified Loan”: Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition
any Outside Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant
to the related Outside Servicing 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.


 


“AC
Marriott Downtown Tucson Mortgage Loan”: The Mortgage Loan secured by the Mortgaged Property identified on the Mortgage
Loan Schedule as AC Marriott Downtown Tucson.


 


“Accelerated
Mezzanine Loan”: A mezzanine loan (secured by a pledge of the direct (or indirect) equity interests in a Mortgagor under
a Mortgage Loan or Loan Combination) if such mezzanine loan either (i) has been accelerated, or (ii) is the subject of foreclosure
proceedings against the equity collateral pledged to secure that mezzanine loan.


 


“Acceptable
Insurance Default”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination), any Default arising when
the related Loan Documents require that the related Mortgagor must maintain all risk casualty insurance or other insurance that
covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in
accordance with the Servicing Standard (and (a) with the consent of the related Directing Holder (unless, if the Controlling Class
Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing) and (b) with respect
to a Specially Serviced Loan, after non-binding consultation with the Risk Retention Consultation Parties pursuant to Section
6.09 (in the case of either of clause (a) or (b), other than with respect to any Mortgage Loan that is an Excluded Mortgage
Loan or Excluded RRCP Mortgage Loan, as applicable, as to such party)), that (i) such insurance is not available at commercially
reasonable


 






    -8-


     


    

 


rates
and the subject hazards are not commonly insured against by prudent owners of similar real properties located in or near the geographic
region in which the Mortgaged Property is located (but only by reference to such insurance that has been obtained by such owners
at current market rates), or (ii) such insurance is not available at any rate; provided, however, that the related
Directing Holder shall be required to respond to the Special Servicer’s request for such consent (or be deemed to have provided
such consent) within the time period in Section 6.09(a) with respect to Acceptable Insurance Defaults; provided,
further, that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances
do not allow the Special Servicer to consult with the related Directing Holder or the Risk Retention Consultation Parties, the
Special Servicer shall not be required to do so. In making this determination, the Special Servicer, to the extent consistent
with the Servicing Standard, may rely on the opinion of an insurance consultant.


 


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


 


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


 


“Actual/360
Basis”: The accrual of interest on the basis of the actual number of days elapsed during any relevant accrual period
in a year assumed to consist of 360 days.


 


“Actual/360
Mortgage Loan”: A Mortgage Loan that accrues interest on an Actual/360 Basis.


 


“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.


 


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


 


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


 


“Additional
Form 10-K Disclosure”: As defined in Section 10.05 of this Agreement.


 


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


 


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Depositor, any Mortgage Loan Seller or any of the


 






    -9-


     


    

 


Underwriters
that Services any of the Mortgage Loans, each Outside Servicer, each Outside Special Servicer and each Person, other than the
Special Servicer or the Certificate Administrator, who is not an Affiliate of the Master Servicer, the Certificate Administrator,
the Trustee, the Depositor, any Mortgage Loan Seller or any of the Underwriters who Services 10% or more of the Mortgage Loans
by unpaid principal balance calculated in accordance with the provisions of Regulation AB.


 


“Additional
Servicing Compensation”: As defined in Section 3.12(a) of this Agreement.


 


“Additional
Special Servicing Compensation”: As defined in Section 3.12(c) of this Agreement.


 


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


 


“Administrative
Cost Rate”: As of any date of determination, a rate equal to the sum of the Servicing Fee Rate, the Operating Advisor
Fee Rate, the Asset Representations Reviewer Ongoing Fee Rate, the CREFC® Intellectual Property Royalty License
Fee Rate and the Trustee/Certificate Administrator Fee Rate.


 


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


 


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


 


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


 






    -10-


     


    

 


“Affected
Loan(s)”: As defined in Section 2.03(a) of this Agreement.


 


“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified
Person; provided that, solely for the purposes of the definition of “Borrower Party”, the term “Affiliate”
means, with respect to any specified Person, (i) any other Person controlling or controlled by or under common control with such
specified Person or (ii) any other Person that owns, directly or indirectly, 25% or more of the beneficial interests in 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. Upon reasonable request of the Trustee and/or the Certificate Administrator, the Trustee and/or the Certificate Administrator
may obtain and rely on an Officer’s Certificate of the Master Servicer, the Special Servicer or the Depositor to determine
whether any Person is an Affiliate of such party.


 


“Affirmative
Asset Review Vote”: As defined in Section 11.01(a).


 


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


 


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


 


(a)       the
aggregate amount of all cash received on the Mortgage Loans and any REO Properties 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 Loan Holders) and/or the Lower-Tier REMIC Distribution Account as of the close of business on the Business Day
immediately preceding the related Master Servicer Remittance Date, exclusive of any portion of the foregoing that represents (without
duplication):


 


(i)       Monthly
Payments, together with any Balloon Payments that are accompanied by interest through the related Maturity Date, that are due
on a Due Date (without regard to grace periods) that occurs after the related Determination Date;


 


(ii)      payments
(scheduled or otherwise) of principal (including Principal Prepayments) and interest, Net Liquidation Proceeds, Net Insurance
Proceeds, Net Condemnation Proceeds and other unscheduled recoveries that were received in respect of the Mortgage Pool subsequent
to the related Determination Date (other than any remittances on the Outside Serviced Mortgage Loans or the Trust’s interest
in any related REO Property contemplated by clause (b) of this definition for the subject Distribution Date);


 


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


 






    -11-


     


    

 


(iv)    Yield
Maintenance Charges;


 


(v)     Excess
Interest on the ARD Mortgage Loan(s);


 


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


 


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


 


(viii)  with
respect to the Mortgage Loans (including REO Mortgage Loans) for which Withheld Amounts are required to be deposited in the Interest
Reserve Account, and any Distribution Date in January (other than during a leap year) or February of any calendar year (unless
such Distribution Date is the final Distribution Date), an amount equal to one day of interest on the Stated Principal Balance
of such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the month in which the subject
Distribution Date occurs at the related Mortgage Rate, less the Administrative Cost Rate, to the extent such amounts are on deposit
in the Collection Account;


 


(b)       if
and to the extent not already included in clause (a) of this definition for the subject Distribution Date, (i) the aggregate amount
allocable to the Mortgage Loans transferred from any REO Account or Loan Combination Custodial Account to the Collection Account
for the subject Distribution Date pursuant to Section 3.16 or Section 3.06A, as applicable, of this Agreement, and
(ii) all remittances received on the Outside Serviced Mortgage Loans or the Trust’s interest in any related REO Property
in the month of the subject Distribution Date, in each case to the extent that such transfer is made or such remittances are received,
as the case may be, by the close of business on the Business Day immediately preceding the related Master Servicer Remittance
Date;


 


(c)       the
aggregate amount of any Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect
to the subject Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect
to the subject Distribution Date (net of the related Trustee/Certificate Administrator Fee with respect to the Mortgage Loans
(including REO Mortgage Loans) for which such Compensating Interest Payments or P&I Advances are made, to the extent not already
deducted from Aggregate Available Funds pursuant to clause (a)(iii) of this definition);


 


(d)      
the aggregate amount of Excess Liquidation Proceeds transferred to the Lower-Tier REMIC Distribution Account from the Excess Liquidation
Proceeds Reserve Account for distribution on the subject Distribution Date; and


 


(e)       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), commencing in 2020, the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account
pursuant to Section 3.23 of this Agreement; and


 






    -12-


     


    

 


(f)       with
respect to each Actual/360 Mortgage Loan and the Distribution Date occurring in March 2019 (if and to the extent not already included
in clause (a) of this definition for the subject Distribution Date), the related Initial Interest Deposit Amount.


 


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


 


“Aggregate
Principal Distribution Amount”: For any Distribution Date, an amount equal to the sum of the following amounts:


 


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


 


(B)       the
Unscheduled Principal Distribution Amount for such Distribution Date;


 


provided
that the Aggregate Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the
amount of any reimbursements of (i) Nonrecoverable Advances (including any servicing advance with respect to an Outside Serviced
Mortgage Loan under the related Outside Servicing Agreement), together with interest on such Nonrecoverable Advances at the Advance
Rate, that are paid or reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage Loans) in a period
during which such principal collections would have otherwise been included in the Aggregate Principal Distribution Amount for
such Distribution Date and (ii) Workout-Delayed Reimbursement Amounts that were paid or reimbursed from principal collections
on the Mortgage Loans (including the REO Mortgage Loans) in a period during which such principal collections would have otherwise
been included in the Aggregate Principal Distribution Amount for such Distribution Date (provided that, in the case of
clause (i) and (ii) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including
the REO Mortgage Loans) for a prior Distribution Date are subsequently recovered on the related Mortgage Loan (including an REO
Mortgage Loan), such recovery will increase the Aggregate Principal Distribution Amount for the Distribution Date related to the
Collection Period in which such recovery occurs).


 


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


 


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


 


“Ancillary
Fees”: With respect to any Serviced Loan, any and all demand fees, beneficiary statement charges, fees for insufficient
or returned checks and other usual and


 






    -13-


     


    

 


customary
charges and fees (other than Modification Fees, Consent Fees, Penalty Charges, Assumption Fees, assumption application fees and
defeasance fees) actually received from the related Mortgagor.


 


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


 


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


 


“Applicable
Laws”: As defined in Section 3.01(l) and Section 8.02(h), respectively, of this Agreement.


 


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


 


“Applicable
S&P Permitted Investment Rating”: (A) In the case of such investments with maturities of thirty (30) days or less,
the short term obligations of which are rated at least “A-1” by S&P, (B) in the case of such investments with
maturities of sixty (60) days or less, but more than thirty (30) days, the short term obligations of which are rated at least
“A-1” by S&P, (C) in the case of such investments with maturities of three months or less, but 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), (D) in the case of such investments with
maturities of six months or less, but more than three (3) months, 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), and (E) in the case of such investments with maturities of 365 days or less, but more than six months, 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).


 


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


 


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


 


“Appraisal
Reduction Amount”: For any Distribution Date and for any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable)
as to which an Appraisal Reduction Event has occurred and an Appraisal Reduction Amount is required to be calculated, an amount


 






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equal
to the excess, if any, of (a) the Stated Principal Balance of such Serviced Mortgage Loan (or Serviced Loan Combination) as of
the last day of the related Collection Period over (b) the excess of (i) the sum of (A) 90% of the appraised value of the related
Mortgaged Property or Properties (as determined by (1) one or more Appraisals obtained by the Special Servicer (the cost of which
shall be advanced by the Master Servicer as a Property Advance unless such Property Advance would be a Nonrecoverable Advance),
or (2) an internal valuation performed by the Special Servicer with respect to any Mortgage Loan (considering any Cross-Collateralized
Group as a single Mortgage Loan) or Serviced Loan Combination with an outstanding principal balance less than $2,000,000 (provided
that the Special Servicer may at its sole discretion obtain Appraisal(s) with respect to such Mortgage Loan as contemplated by
the preceding clause (1))), minus, with respect to any Appraisals, such downward adjustments as the Special Servicer may make
in accordance with the Servicing Standard (without implying any obligation to do so) based upon the Special Servicer’s review
of the Appraisal and such other information as the Special Servicer may deem appropriate and (B) all escrows, letters of credit
and reserves in respect of such Serviced Mortgage Loan (or Serviced Loan Combination) as of the date of the calculation over (ii)
the sum, as of the Due Date occurring in the month of the date of determination, of (A) to the extent not previously advanced
by the Master Servicer or the Trustee, all unpaid interest on such Serviced Mortgage Loan (or Serviced Loan Combination) at a
per annum rate equal to its Mortgage Rate (and with respect to a Serviced Loan Combination, interest on the related Serviced
Companion Loan(s) at the related Mortgage Rate), (B) all unreimbursed Advances (which shall include, without limitation, (1) any
Advances as to which the advancing party was reimbursed from a source other than the related Mortgagor and (2) any Unliquidated
Advances), with interest thereon at the Advance Rate in respect of such Serviced Mortgage Loan (or Serviced Loan Combination)
and (C) all currently due and unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing
Fees and all other amounts, due and unpaid with respect to such Serviced Mortgage Loan (or Serviced Loan Combination) (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/or for which funds have not been escrowed). Promptly upon the occurrence of an Appraisal Reduction
Event (or a longer period so long as the Special Servicer is (as certified thereby to the Trustee in writing) diligently and in
good faith proceeding to obtain such), if an Appraisal has not been obtained within the immediately preceding nine (9) months
(or if the Special Servicer has determined in accordance with the Servicing Standard such Appraisal to be materially inaccurate),
the Special Servicer shall obtain an Appraisal, the costs of which shall be paid by the Master Servicer as a Property Advance
(or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would
be a Nonrecoverable Advance), or conduct an internal valuation, as applicable. The Master Servicer shall provide (via electronic
delivery) the Special Servicer with information in its possession that is reasonably required to calculate or recalculate any
Appraisal Reduction Amount pursuant to this definition using reasonable efforts to deliver such information within four (4) Business
Days of the Special Servicer’s reasonable written request. None of the Master Servicer, the Trustee or the Certificate Administrator
shall calculate or verify Appraisal Reduction Amounts. On the first Determination Date occurring on or after the receipt of an
Appraisal or the conducting of an internal valuation, the Special Servicer shall calculate or adjust, as applicable, the Appraisal
Reduction Amount to take into account such Appraisal or internal valuation, as applicable, and such information, if any, reasonably
requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction
Amount. Notwithstanding the foregoing, if an Appraisal is required to be obtained in accordance


 






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with
Section 3.10(a) of this Agreement but is not obtained or an internal valuation has not been conducted within 120 days following
the events described in the applicable clause of the definition “Appraisal Reduction Event” (without regard to the
time periods stated therein), then, until such Appraisal is obtained or such internal valuation is conducted and solely for purposes
of determining the amounts of P&I Advances, the Appraisal Reduction Amount for or allocable to the related Serviced Mortgage
Loan will equal 25% of the Stated Principal Balance of such related Serviced Mortgage Loan; provided that, upon receipt
of an Appraisal, however, the Appraisal Reduction Amount for such Serviced Mortgage Loan (or Serviced Loan Combination) will be
recalculated in accordance with this definition without regard to this sentence. With respect to each Serviced Loan as to which
an Appraisal Reduction Event has occurred (unless the Serviced Loan has become a Corrected Loan (if a Servicing Transfer Event
had occurred with respect to the related Serviced Loan) and has remained current for three consecutive Monthly Payments, and with
respect to which no other Appraisal Reduction Event has occurred during the preceding three months), the Special Servicer shall,
within 30 days of each anniversary of such Appraisal Reduction Event, order an Appraisal (which may be an update of the prior
Appraisal) (the cost of which will be covered by, and reimbursable as, a Property Advance by the Master Servicer or as an expense
of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable
Advance) or, if applicable, conduct an internal valuation, provided, however, no new or updated Appraisal or internal
valuation will be required if the Serviced Loan or REO Property is under contract to be sold within 90 days of such Appraisal
Reduction Event or anniversary thereof and the Special Servicer reasonably believes such sale is likely to close. Based upon an
Appraisal or letter updates thereto or, if applicable, an internal valuation, the Special Servicer shall determine and report
to the Master Servicer and the Certificate Administrator the Appraisal Reduction Amount, if any, with respect to such Serviced
Mortgage Loan (or Serviced Loan Combination), and each of those parties shall be entitled to rely conclusively on such determination
by the Special Servicer. The Special Servicer shall deliver a copy of any such Appraisal or internal valuation to the Master Servicer
and the Certificate Administrator, which shall be in electronic format. Each Appraisal Reduction Amount shall also be adjusted
with respect to the next Distribution Date to take into account any subsequent Appraisal and annual letter updates or, if applicable,
any subsequent internal valuation, as of the date of each such subsequent Appraisal or letter update or, if applicable, internal
valuation.


 


Upon
payment in full or liquidation of any Serviced Loan for which an Appraisal Reduction Amount has been determined, such Appraisal
Reduction Amount will be eliminated. In addition, with respect to any Serviced Loan, as to which an Appraisal Reduction Event
has occurred, such Serviced Loan shall no longer be subject to the Appraisal Reduction Amount if (a) such Serviced Loan has become
a Corrected Loan (if a Servicing Transfer Event had occurred with respect to the related Serviced Loan) and such Serviced Loan
becomes and remains current for three consecutive Monthly Payments and (b) no other Appraisal Reduction Event has occurred and
is continuing with respect to such Serviced Loan.


 


Appraisal
Reduction Amounts with respect to each Serviced Loan Combination shall be allocated, first, to any related Serviced Subordinate
Companion Loan(s) (up to the outstanding principal balance(s) thereof), and then, to the related Serviced Mortgage Loan
and any related Serviced Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding
principal balances of such Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s). Notwithstanding the foregoing,
if so provided in the


 






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related
Co-Lender Agreement, the holder of a Serviced Subordinate Companion Loan may be permitted to post cash or a letter of credit to
offset all or some portion of an Appraisal Reduction Amount.


 


Notwithstanding
the foregoing, with respect to each Outside Serviced Mortgage Loan, the Appraisal Reduction Amount shall be the portion of any
“appraisal reduction amount” relating to such Outside Serviced Loan Combination, that is calculated pursuant to the
applicable Outside Servicing Agreement by the related Outside Special Servicer or related Outside Servicer, as applicable, and
that is allocable to such Outside Serviced Mortgage Loan pursuant to such Outside Servicing Agreement and the related Co-Lender
Agreement. The parties hereto shall be entitled to rely on such calculations as reported to them by the related Outside Servicer.
By their acceptance of their Certificates, the Certificateholders shall be deemed to have acknowledged that the applicable Outside
Servicing Agreement and the related Co-Lender Agreement, taken together, provide that any such “appraisal reduction amount”
will be calculated under the applicable Outside Servicing Agreement by the applicable party thereto.


 


“Appraisal
Reduction Event”: With respect to any Serviced Loan, the earliest of (i) the date on which such Serviced Loan becomes
a Modified Asset, (ii) the date on which such Serviced Loan is 60 days or more delinquent in respect of any Monthly Payment, which
does not include a Balloon Payment, (iii) solely in the case of a delinquent Balloon Payment, (A) the date occurring 30 days after
the date on which such Balloon Payment was due (except as described in the immediately following clause (B)) or (B) if the related
Mortgagor has delivered to the Master Servicer (who shall promptly deliver a copy thereof to the Special Servicer) or the Special
Servicer (who shall promptly deliver a copy thereof to the Master Servicer) a refinancing commitment acceptable to the Special
Servicer prior to the date 30 days after the Balloon Payment was due, the date occurring 120 days after the date on which the
Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment was due during which the refinancing
is scheduled to occur), (iv) the date on which the related Mortgaged Property has become an REO Property, (v) a receiver or similar
official is appointed and continues for 60 days in such capacity in respect of the related Mortgaged Property, (vi) 60 days after
the related Mortgagor is subject to a bankruptcy, insolvency or similar proceedings, which, in the case of an involuntary bankruptcy,
insolvency or similar proceeding, is not dismissed within those 60 days, or (vii) the date on which such Serviced Loan remains
outstanding five (5) years following any extension of its maturity date pursuant to Section 3.24 of this Agreement. If
an Appraisal Reduction Event occurs with respect to any Serviced Mortgage Loan that is part of a Serviced Loan Combination, then
an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced Companion Loan(s). If an Appraisal
Reduction Event occurs with respect to any Serviced Companion Loan that is part of a Serviced Loan Combination, then an Appraisal
Reduction Event shall be deemed to have occurred with respect to the related Serviced Mortgage Loan and any other Serviced Companion
Loan(s) included as part of that Serviced Loan Combination. No Appraisal Reduction Event may occur at any time when the aggregate
Certificate Balance of all Classes of Non-Vertically Retained Principal Balance Certificates (other than the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates) has been reduced to zero. The Special Servicer shall notify
the Master Servicer and the Master Servicer shall notify the Special Servicer, as applicable, promptly upon the occurrence of
any of the foregoing events.


 






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“Appraised
Value”: As of any date of determination, (i) with respect to any Mortgaged Property (other than a Mortgaged Property
securing an Outside Serviced Mortgage Loan), the appraised value thereof based upon an appraisal or update thereof prepared by
an Appraiser that is contained in the related Servicing File obtained within the time parameters required by this Agreement, and
(ii) with respect to each Mortgaged Property securing an Outside Serviced Mortgage Loan, the appraised value allocable thereto,
as determined pursuant to the Outside Servicing Agreement.


 


“Appraised-Out
Class”: Any Class of Control Eligible Certificates the Certificate Balance of which (taking into account the allocation
of any Appraisal Reduction Amounts or Collateral Deficiency Amounts to notionally reduce the Certificate Balance of such Class)
has been reduced to less than 25% of its initial Certificate Balance.


 


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


 


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


 


“Arbitration
Services Provider”: As defined in Section 2.03(i)(i).


 


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


 


“Asset
Representations Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, or its successor-in-interest,
or any successor Asset Representations Reviewer as herein provided.


 


“Asset
Representations Reviewer Asset Review Fee”: As defined in Section 11.02(b).


 


“Asset
Representations Reviewer Ongoing Fee”: As defined in Section 11.02(a).


 


“Asset
Representations Reviewer Ongoing Fee Rate”: As defined in Section 11.02(a).


 


“Asset
Representations Reviewer Termination Event”: As defined in Section 11.05(a).


 


“Asset
Review”: A review of the compliance of each Delinquent Loan with the representations and warranties of the applicable
Mortgage Loan Seller, in accordance with the Asset Review Standard and the procedures set forth on Exhibit JJ hereto.


 


“Asset
Review Notice”: As defined in Section 11.01(a).


 






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


 


“Asset
Review Report”: As defined in Section 11.01(b)(vii)(C).


 


“Asset
Review Report Summary”: As defined in Section 11.01(b)(vii).


 


“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. Except as otherwise expressly set forth in this Agreement, all determinations
or assumptions made by the Asset Representations Reviewer in connection with an Asset Review shall be made in the Asset Representations
Reviewer’s good faith discretion and judgment based on the facts and circumstances known to it at the time of such determination
or assumption.


 


“Asset
Review Trigger”: Any time when, as of the end of the applicable Collection Period, either (1) Mortgage Loans with an
aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding principal balance of all of the Mortgage
Loans (including any REO Mortgage Loans) held by the Trust are Delinquent Loans, or (2) at least 15 Mortgage Loans are Delinquent
Loans and the aggregate outstanding principal balance of such Delinquent Loans constitutes at least 20.0% of the aggregate outstanding
principal balance of all of the Mortgage Loans (including any REO Mortgage Loans) held by the Trust.


 


“Asset
Review Vote Election”: As defined in Section 11.01(a).


 


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


 


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


 


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


 


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


 






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“Available
Funds”: With respect to any Distribution Date, an amount equal to the Non-Vertically Retained Percentage of the Aggregate
Available Funds for such Distribution Date.


 


“Aventura
Mall Mortgage Loan”: The Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as
Aventura Mall.


 


“Aventura
Mall Trust 2018-AVM TSA”: The Trust and Servicing Agreement, dated as of June 29, 2018, between J.P. Morgan Chase Commercial
Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as servicer, CWCapital Asset Management LLC,
as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate
administrator, and Park Bridge Lender Services LLC, as operating advisor, as the same may be amended from time to time in accordance
with the terms thereof, pursuant to which the Aventura Mall Trust 2018-AVM, Commercial Mortgage Pass-Through Certificates, Series
2018-AVM were issued.


 


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


 


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


 


“Base
Interest Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates,
a fraction (a) whose numerator is the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates exceeds
(ii) the discount rate used in accordance with the related Loan Documents in calculating the Yield Maintenance Charge with respect
to such Principal Prepayment (or, if the Yield Maintenance Charge is a fixed percentage of the principal balance of the related
Mortgage Loan, the yield rate applicable to any related yield maintenance charge or that is otherwise described in the related
Loan Documents) and (b) whose denominator is the amount, if any, by which (i) the Mortgage Rate on such Mortgage Loan exceeds
(ii) the discount rate used in accordance with the related Loan Documents in calculating the Yield Maintenance Charge with respect
to such Principal Prepayment (or, if the Yield Maintenance Charge is a fixed percentage of the principal balance of the related
Mortgage Loan, the yield rate applicable to any related yield maintenance charge or that is otherwise described in the related
Loan Documents); provided, however, that under no circumstances shall the Base Interest Fraction be greater than
one. If the discount rate referred to in the preceding sentence is greater than or equal to both of (x) the Mortgage Rate on the
related Mortgage Loan and (y) the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction shall
equal zero, and if such discount rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, but less than
the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction shall equal one.


 


“Benchmark
2018-B8 PSA”: The Pooling and Servicing Agreement, dated as of December 1, 2018, between J.P. Morgan Chase Commercial
Mortgage Securities Corp., as


 






    -20-


     


    

 


depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special
servicer, Wells Fargo Bank, National Association, as trustee and as certificate administrator, and Pentalpha Surveillance LLC,
as operating advisor and as asset representations reviewer, as the same may be amended from time to time in accordance with the
terms thereof, pursuant to which the Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8
were issued.


 


“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”: Either (i) a borrower under a Mortgage Loan or Loan Combination, a Mortgagor or a manager of a related Mortgaged
Property or any Affiliate of any of the foregoing or (ii) a holder or beneficial owner (or an Affiliate of any holder or beneficial
owner) of any Accelerated Mezzanine Loan.


 


“Borrower-Related
Party”: As defined in Section 3.33 of this Agreement.


 


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


 


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


 


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


 


“Certificate”:
Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G,
Class X-H, Class X-J, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class VRR, Class S and
Class R Certificate, in any event issued, authenticated and delivered hereunder.


 


“Certificate
Administrator”: Citibank, N.A., a national banking association, or its successor in interest, or any successor Certificate
Administrator appointed as herein provided.


 






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


 


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


 


“Certificate
Administrator’s Website”: The internet website of the Certificate Administrator, initially located at https://sf.citidirect.com.


 


“Certificate
Balance”: With respect to any Class of Principal Balance Certificates or the Class VRR Upper-Tier Regular Interest outstanding
at any time, (a) as of any date of determination on or prior to the first Distribution Date, an amount equal to the aggregate
initial Certificate Balance of such Class of Principal Balance Certificates or the Class VRR Upper-Tier Regular Interest, as specified
in the Preliminary Statement hereto, and (b) as of any date of determination after the first Distribution Date, an amount equal
to the Certificate Balance of such Class of Principal Balance Certificates or the Class VRR Upper-Tier Regular Interest on the
Distribution Date immediately prior to such date of determination, after any actual (or, in the case of the Class VRR Upper-Tier
Regular Interest, deemed) distributions of principal thereon and allocations of Realized Losses or VRR Realized Losses, as applicable,
thereto on such prior Distribution Date, and after any increases to such Certificate Balance on such prior Distribution Date (as
and to the extent provided in Section 4.01(g) of this Agreement) in connection with recoveries of Nonrecoverable Advances
previously reimbursed out of collections of principal on the Mortgage Loans.


 


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


 


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


 


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


 


“Certificateholder”:
With respect to any Certificate, the Person whose name is registered in the Certificate Register (including, solely for the purposes
of distributing reports, statements or other information pursuant to this Agreement, Certificate Owners or potential transferees
of Certificates to the extent the Person distributing such information has been provided


 






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with
an appropriate Investor Certification by or on behalf of such Certificate Owner or potential transferee); provided, however,
that


 


(a)
solely for the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement (including voting
on amendments to this Agreement) that specifically relates to the rights, duties, compensation or termination of, and/or any other
matter specifically involving, the Depositor, the Master Servicer, the Special Servicer, any Excluded Mortgage Loan Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, any Mortgage Loan Seller
or any Person known to a Responsible Officer of the Certificate Registrar to be an Affiliate of any such party, any Certificate
registered in the name of or beneficially owned by such party or any Affiliate thereof shall be deemed not to be outstanding and
the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting
Rights necessary to effect any such consent, approval, waiver or take any such action has been obtained;


 


(b)
solely for the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate
beneficially owned by a Borrower Party shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall
not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent,
approval, waiver or take any such action has been obtained (provided, that notwithstanding the foregoing, for purposes
of exercising any rights it may have solely as a member of the Controlling Class, any Controlling Class Certificate owned by an
Excluded Controlling Class Holder shall be deemed not to be outstanding as to such Excluded Controlling Class Holder solely with
respect to giving consent and taking any action with respect to any related Excluded Controlling Class Mortgage Loan); and


 


(c)
if the Master Servicer, the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is a member of the
Controlling Class, it shall be permitted to act in such capacity and exercise all rights under this Agreement bestowed upon the
Controlling Class (other than, with respect to any Excluded Controlling Class Mortgage Loan with respect to which such party is
an Excluded Controlling Class Holder, as described in the proviso in parenthesis in clause (b) above).


 


For
the avoidance of doubt, nothing contained in this definition will preclude the Special Servicer from performing its duties and
exercising its rights in its capacity as Special Servicer under this Agreement other than with respect to an Excluded Special
Servicer Mortgage Loan.


 


“Certificateholder
Quorum”: A quorum that, for purposes of Section 6.08(a) and 11.05(b) of this Agreement, consists of the
Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the allocation of any Appraisal
Reduction Amounts to notionally reduce the Certificate Balances of the respective Classes of the Principal Balance Certificates)
of all Certificates (other than the Class S and Class R Certificates), on an aggregate basis.


 


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


 






    -23-


     


    

 


“Certification
Parties”: As defined in Section 10.06 of this Agreement.


 


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


 


“Certifying
Person”: As defined in Section 10.06 of this Agreement.


 


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


 


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


 


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


 


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


 


“Class
A-1 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.0159%.


 


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


 


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


 


“Class
A-2 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.9525%.


 


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


 


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


 


“Class
A-3 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.7466%.


 


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


 


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


 


“Class
A-4 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.7508%.


 






    -24-


     


    

 


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


 


“Class
A-5 Component”: The Component having such designation.


 


“Class
A-5 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 4.0156%.


 


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


 


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


 


“Class
A-AB Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.9325%.


 


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


 


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


 


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


 


“Class
A-S Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 4.2669%.


 


“Class
B Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-9 hereto.


 


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


 


“Class
B Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 4.4681%.


 


“Class
C Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-10 hereto.


 


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


 


“Class
C Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 4.9706% and (b)
the WAC Rate for such Distribution Date.


 






    -25-


     


    

 


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


 


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


 


“Class
D Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.0000%.


 


“Class
E Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-18 hereto.


 


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


 


“Class
E Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.0000%.


 


“Class
F Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-19 hereto.


 


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


 


“Class
F Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution
Date minus 1.250%.


 


“Class
G Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-20 hereto.


 


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


 


“Class
G Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution
Date minus 1.250%.


 


“Class
H Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-21 hereto.


 


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


 


“Class
H Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution
Date minus 1.250%.


 


“Class
J Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-22 hereto.


 






    -26-


     


    

 


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


 


“Class
J Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution
Date minus 1.250%.


 


“Class
R Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-23 hereto. The Class R Certificates have no Pass-Through Rate, Certificate
Balance or Notional Amount.


 


“Class
S Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-24 hereto and evidencing an undivided beneficial interest in the
Class S Specific Grantor Trust Assets. The Class S Certificates have no Pass-Through Rate, Certificate Balance or Notional Amount.


 


“Class
S Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of the Non-Vertically Retained Percentage
of any Excess Interest collected on the ARD Mortgage Loans and the Non-Vertically Retained Percentage of amounts held from time
to time in the Excess Interest Distribution Account.


 


“Class
VRR Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-25 hereto. The Class VRR Certificates collectively constitute the
VRR Interest. The Class VRR Certificates represent undivided beneficial interests in the VRR Specific Grantor Trust Assets.


 


“Class
VRR Upper-Tier Regular Interest”: A class of “regular interests”, within the meaning of Code Section 860G(a)(1),
in the Upper-Tier REMIC, with the designation “Class VRR”. The beneficial interest in the Class VRR Upper-Tier Regular
Interest is evidenced by the Class VRR Certificates and the Class VRR Upper-Tier Regular Interest will have a Certificate Balance
equal to the Certificate Balance of the Class VRR Certificates from time to time. For tax reporting purposes, the Class VRR Upper-Tier
Regular Interest and the Class VRR Certificates (insofar as they represent undivided beneficial interests in the Class VRR Upper-Tier
Regular Interest) will accrue interest at the WAC Rate in effect from time to time.


 


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


 


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


 


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


 






    -27-


     


    

 


“Class
X-A Components”: The Class A-1 Component, Class A-2 Component, Class A-3 Component, Class A-4 Component, Class A-5 Component,
Class A-AB Component and Class A-S Component, each of which constitutes a separate class of “regular interests”, within
the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from
time to time and a notional amount equal to its Component Notional Amount from time to time.


 


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


 


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


 


“Class
X-B Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-11 hereto.


 


“Class
X-B Components”: The Class B Component and Class C Component, each of which constitutes a separate class of “regular
interests”, within the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its
Class X Strip Rate from time to time and a notional amount equal to its Component Notional Amount from time to time.


 


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


 


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


 


“Class
X-D Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-12 hereto.


 


“Class
X-D Components”: The Class D Component and Class E Component, each of which constitutes a separate class of “regular
interests”, within the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its
Class X Strip Rate from time to time and a notional amount equal to its Component Notional Amount from time to time.


 


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


 






    -28-


     


    

 


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


 


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


 


“Class
X-F Component”: The Class F Component, which constitutes a separate class of “regular interests”, within
the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from
time to time and a notional amount equal to its Component Notional Amount from time to time.


 


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


 


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


 


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


 


“Class
X-G Component”: The Class G Component, which constitutes a separate class of “regular interests”, within
the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from
time to time and a notional amount equal to its Component Notional Amount from time to time.


 


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


 


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


 


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


 


“Class
X-H Component”: The Class H Component, which constitutes a separate class of “regular interests”, within
the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from
time to time and a notional amount equal to its Component Notional Amount from time to time.


 


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


 






    -29-


     


    

 


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


 


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


 


“Class
X-J Component”: The Class J Component, which constitutes a separate class of “regular interests”, within
the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from
time to time and a notional amount equal to its Component Notional Amount from time to time.


 


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


 


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


 


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


 


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


 


“Closing
Date”: February 14, 2019.


 


“CMBS”:
Commercial mortgage-backed securities.


 


“Co-Lender
Agreement”: With respect to any Loan Combination, the co-lender agreement, intercreditor agreement, agreement among
noteholders or similar agreement, dated as of the date set forth in the Loan Combination Table under the column heading “Date
of Co-Lender Agreement” and governing the relative rights of the holders of the related Mortgage Loan and Companion Loan(s),
as the same may be amended, restated or otherwise modified from time to time in accordance with the terms thereof. A Co-Lender
Agreement exists with respect to each Loan Combination as of the Closing Date.


 


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


 


“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 Loan Combination, 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,


 






    -30-


     


    

 


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 an Outside 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 Special Servicer), plus (z) any other escrows or reserves (in addition to
any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the
date of such determination. The Certificate Administrator, the Master Servicer and the Operating Advisor (other than with respect
to any Collateral Deficiency Amount calculations that the Operating Advisor is required to review, recalculate and/or verify pursuant
to Section 3.29) shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of
any Collateral Deficiency Amount.


 


“Collection
Account”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a) of
this Agreement, which (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled “Wells
Fargo Bank, National Association, as Master Servicer on behalf of Wilmington Trust, National Association, as Trustee, for the
benefit of the registered holders of Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9”
and which must be an Eligible Account.


 


“Collection
Period”: With respect any Distribution Date, the period beginning on the day immediately following the Determination
Date occurring in the month preceding the month in which that Distribution Date occurs (or, in the case of the Collection Period
for the initial Distribution Date, with respect to any particular Mortgage Loan or Companion Loan, beginning on the day immediately
following the Due Date for such Mortgage Loan or Companion Loan in the month preceding the month in which that Distribution Date
occurs (or the date that would have been the Due Date if such Mortgage Loan or Companion Loan had a Due Date in such preceding
month)) and ending on and including the Determination Date occurring in the month in which that Distribution Date occurs.


 


“Commission”:
The Securities and Exchange Commission.


 


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


 


“Companion
Loan”: With respect on any Loan Combination, as defined in the definition of “Loan Combination.” If, with
respect to any Loan Combination, any promissory note evidencing a related Companion Loan is split and replaced with 2 or more
replacement promissory notes, each such related promissory note will evidence a separate Companion Loan with respect to such Loan
Combination. Each Companion Loan is either a Pari Passu Companion Loan or a Subordinate Companion Loan. In the case of a Companion
Loan serviced under this Agreement, the term “Companion Loan” shall include a REO Companion Loan.


 


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


 


“Companion
Loan Holder Representative”: With respect to each Serviced Companion Loan, any representative appointed by the related
Companion Loan Holder.


 






    -31-


     


    

 


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


 


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


 


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


 


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


 


“Component”:
With respect to the Class X-A Certificates, each of the Class A-1 Component, Class A-2 Component, Class A-3 Component, Class A-4
Component, Class A-5 Component, Class A-AB Component and Class A-S Component; with respect to the Class X-B Certificates, each
of the Class B Component and Class C Component; with respect to the Class X-D Certificates, each of the Class D Component and
Class E Component; with respect to the Class X-F Certificates, the Class F Component; with respect to the Class X-G Certificates,
the Class G Component; with respect to the Class X-H Certificates, the Class H Component; and with respect to the Class X-J Certificates,
the Class J Component;


 


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


 


“Condemnation
Proceeds”: All proceeds received in connection with the taking of all or a part of a Mortgaged Property or REO Property
(including with respect to the Outside Serviced Mortgage Loans) by exercise of the power of eminent domain or condemnation, subject,
however, to the rights of any tenants and ground lessors, as the case may be, and the terms of the related Mortgage; provided
that, in the case of an Outside Serviced Mortgage Loan, “Condemnation Proceeds” under this Agreement shall be
limited to any related proceeds of the type described above in this definition that are received by the Trust Fund in connection
with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


 






    -32-


     


    

 


“Consent
Fees”: With respect to any Serviced Loan, any and all fees actually paid by a Mortgagor with respect to any consent
or approval (or review thereof) required or requested pursuant to the terms of the Loan Documents that does not involve a modification
evidenced by a signed writing, assumption, extension, waiver or amendment of the terms of the Loan Documents.


 


“Consultation
Election Notice”: As defined in Section 2.03(g).


 


“Consultation
Requesting Certificateholder”: Any Certificateholder or Certificate Owner that timely delivers a Consultation Election
Notice.


 


“Consultation
Termination Event”: The event that either (i) occurs when none of the Classes of Control Eligible Certificates has a
Certificate Balance, without regard to the allocation of any Cumulative Appraisal Reduction Amount, that is equal to or greater
than 25% of the initial Certificate Balance of that Class of Certificates or (ii) is deemed to occur pursuant to Section 6.09(d)
of this Agreement; provided, however, that a Consultation Termination Event shall in no event exist at any time that
the Certificate Balance of each Class of Non-Vertically Retained Principal Balance Certificates senior to the Control Eligible
Certificates has been reduced to zero (without regard to the allocation of Cumulative Appraisal Reduction Amounts). With respect
to Excluded Mortgage Loans, a Consultation Termination Event shall be deemed to exist.


 


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


 


“Control
Termination Event”: The event that either (i) occurs when none of the Classes of Control Eligible Certificates has a
Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amount then allocable to such Class in accordance
with Section 3.10(a) of this Agreement) that is at least equal to 25% of the initial Certificate Balance of such Class
of Certificates or (ii) is deemed to occur pursuant to Section 6.09(d) of this Agreement; provided, however, that
a Control Termination Event shall in no event exist at any time that the Certificate Balance of each Class of Non-Vertically Retained
Principal Balance Certificates senior to the Control Eligible Certificates has been reduced to zero (without regard to the allocation
of Cumulative Appraisal Reduction Amounts). With respect to Excluded Mortgage Loans, a Control Termination Event shall be deemed
to exist.


 


“Controlling
Class”: As of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amount allocable to such Class in
accordance with Section 3.10(a) of this Agreement) at least equal to 25% of the initial Certificate Balance of such Class;
provided, however, that (except under the circumstances set forth in the following proviso) if no Class of Control
Eligible Certificates meets the preceding requirement, then the Class F Certificates will be the Controlling Class; and provided,
further, however, that if, at any time the aggregate outstanding Certificate Balance of the Classes of Non-Vertically
Retained Principal Balance Certificates senior to the Control Eligible Certificates has been reduced to zero (without regard to
the allocation of any Cumulative Appraisal Reduction Amounts), then the Controlling Class shall be the most subordinate Class
of Control Eligible Certificates that has an outstanding Certificate Balance greater than zero (without regard to the allocation
of any Cumulative Appraisal Reduction Amounts). The Controlling Class as of the Closing Date will be the Class J Certificates.


 






    -33-


     


    

 


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


 


“Controlling
Class Representative”: The Controlling Class Certificateholder (or other representative) selected by at least a majority
of the Controlling Class Certificateholders by Certificate Balance, as identified by notice to the Certificate Administrator by
the applicable Controlling Class Certificateholders from time to time, with notice of such selection delivered to the Special
Servicer, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee; provided that,
(i) absent such selection, or (ii) until a Controlling Class Representative is so selected, or (iii) upon receipt of notice from
the Controlling Class Certificateholders that own Certificates representing more than 50% of the Certificate Balance of the Controlling
Class that a Controlling Class Representative is no longer so designated, the Controlling Class Representative shall be the Controlling
Class Certificateholder that owns Certificates representing the largest aggregate Certificate Balance of the Controlling Class,
as identified (in writing with contact information) to the Certificate Administrator (who shall notify the Master Servicer, the
Special Servicer and the Operating Advisor). If, upon the occurrence of any of the events or circumstances specified in clauses
(i), (ii) or (iii) above, the Controlling Class Certificateholder that owns Certificates representing the
largest aggregate Certificate Balance of the Controlling Class has not been identified to the Certificate Administrator (and thereby
the Master Servicer and the Special Servicer), then the Master Servicer and the Special Servicer shall have no obligation to obtain
the consent of, or consult with, any Controlling Class Representative until notified of the identity of such largest Controlling
Class Certificateholder or otherwise notified of the identity of the Controlling Class Representative as provided in this Agreement.
No Person may exercise any of the consent or consultation rights and powers of the Controlling Class Representative with respect
to an Excluded Mortgage Loan. The initial Controlling Class Representative on the Closing Date shall be Prime Finance Long Duration
(B-Piece) II, L.P., and the Certificate Registrar and the other parties to this Agreement shall be entitled to assume Prime Finance
Long Duration (B-Piece) II, L.P. is the Controlling Class Representative on behalf of the Controlling Class Certificateholders,
until the Certificate Administrator, the Master Servicer, the Special Servicer and each other Controlling Class Certificateholder
receives (a) written notice of a replacement Controlling Class Representative or (b) written notice that Prime Finance Long Duration
(B-Piece) II, L.P. is no longer the Holder (or Certificate Owner) of a majority of the applicable Controlling Class.


 


“Corporate
Trust Office”: The office of the Trustee or the Certificate Administrator, at which at any particular time its corporate
trust business shall be principally administered. At the date of this Agreement, the corporate trust office of (i) the Trustee
is located at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee Benchmark 2019-B9, and (ii) the Certificate
Administrator is located, for certificate transfer purposes, at 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey
07310, Attention - Securities Window, and for all other purposes, except as specifically set forth herein, 388 Greenwich Street,
New York, New York 10013, Attention: Global Transaction Services, Benchmark 2019-B9.


 


“Corrected
Loan”: Any Serviced Loan that had been a Specially Serviced Loan but has ceased to be such in accordance with the definition
of “Specially Serviced Loan” (other than


 






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by
reason of a Liquidation Event occurring in respect of such Serviced Loan or a related Mortgaged Property becoming an REO Property).


 


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


 


“Corresponding
Component”: As identified in the Preliminary Statement with respect to any Class of Non-Vertically Retained Principal
Balance Certificates or Lower-Tier Regular Interest.


 


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


 


“Country Club
Plaza Mortgage Loan”: The Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as
Country Club Plaza.


 


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


 


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


 


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


 


“CREFC®
Assumption Modification Posting Instructions Template”: A report substantially in the form of, and containing
the information called for in, the downloadable form of the “Assumption Modification Posting Instructions Template”
available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information
and


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Historical Liquidation Loss Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Historical Liquidation Loss Template” available as of the Closing Date on the
CREFC® Website, or such


 






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


 


“CREFC®
Historical Loan Modification/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 (including any REO Mortgage 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, in the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage
Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close
of business on the Distribution Date in the related Interest Accrual Period; provided that such amounts shall be computed
for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on
the related Mortgage Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC®
Intellectual Property Royalty License Fee shall be payable from the Lower-Tier REMIC.


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.00050%
per annum.


 


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


 


“CREFC®
Investor Reporting Package (IRP)”: Collectively: (a) the following nine data files (and any other files as may
be, or have been, adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package
(IRP) from time to time): (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic Update File, (iii)
CREFC® Property File, (iv) CREFC® Bond Level File, (v) CREFC® Financial File, (vi)
CREFC® Collateral Summary File, (vii) CREFC® Special Servicer Loan File, (viii) CREFC®
Special Servicer Property File and (ix) CREFC® Schedule AL File;


 


(b)       the
following ten supplemental reports (and any other reports as may be, or have been, adopted and promulgated by CREFC®
as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Delinquent
Loan Status Report, (ii) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii)
CREFC® REO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC®
Comparative Financial Status Report, (vi) CREFC® Servicer Watchlist/Portfolio Review


 






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Guidelines,
(vii) CREFC® Loan Level Reserve/LOC Report, (viii) CREFC® NOI Adjustment Worksheet, (ix) CREFC®
Advance Recovery Report, and (x) CREFC® Total Loan Report;


 


(c)       the
following fifteen templates (and any other templates as may be, or have been, adopted and promulgated by CREFC®
as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Appraisal
Reduction Template, (ii) CREFC® Servicer Realized Loss Template, (iii) CREFC® Reconciliation of
Funds Template, (iv) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (v) CREFC®
Historical Liquidation Loss Template, (vi) CREFC® Interest Shortfall Reconciliation Template, (vii) CREFC®
Servicer Remittance to Certificate Administrator Template, (viii) CREFC® Significant Insurance Event Template,
(ix) CREFC® Loan Modification Report Template; (x) CREFC® Loan Liquidation Report Template,
(xi) CREFC® REO Liquidation Report Template; (xii) CREFC® Payment Posting Instructions
Template; (xiii) CREFC® Modification Posting Instructions Template; (xiv) CREFC® Assumption
Modification Posting Instructions Template, and (xv) CREFC® Capitalized Amounts/Non-Recoverable Trust Expense
Template; and


 


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


 


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


 


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


 


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


 


“CREFC®
Loan Setup File”: The data file in the “CREFC® Loan Setup File” format substantially
in the form of and containing the information called for therein for the


 






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


 


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


 


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


 


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


 


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


 


“CREFC®
Schedule AL File”: The data file in the “Schedule AL File” format substantially in the form of and
containing the information required by Items 1111(h)(1), 1111(h)(2) and 1111(h)(3) of Regulation AB, Item 1125 of Regulation AB
and Item 601(b)(102) of Regulation S-K and otherwise called for therein, or such other form containing such required information
for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Special Servicer Property File”: The data file in the “CREFC® Special Servicer Property File”
format substantially in the form of and containing the information called


 






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for
therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time
by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


“CREFI”:
Citi Real Estate Funding Inc., a New York corporation, and its successors in interest.


 


“CREFI
Mortgage Loans”: The Mortgage Loans transferred by CREFI to the Depositor and/or the Trust pursuant to the CREFI Mortgage
Loan Purchase Agreement and this Agreement.


 


“CREFI
Mortgage Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of February 1, 2019, by and between
CREFI and the Depositor.


 


“Cross-Collateralized
Group”: Any group of Mortgage Loans that are cross-collateralized and cross-defaulted with each other; provided that
a Mortgage Loan shall be part of a Cross-Collateralized Group only if and for so long as such Mortgage Loan is cross-collateralized
and cross-defaulted with each other Mortgage Loan in such Cross-Collateralized Group. There are no Cross-Collateralized Groups
included as assets of the Trust as of the Closing Date.


 


“Cross-Collateralized
Mortgage Loan”: Any Mortgage Loan that is part of a Cross-Collateralized Group.


 


“Cross-Over
Date”: The first Distribution Date as of which (prior to any distributions of principal or allocations of Realized Losses
on such Distribution Date) the Certificate Balances of the Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class
H and Class J Certificates have all been previously reduced to zero due to the application of Realized Losses.


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination by the Special Servicer, 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. None of the Master Servicer, the Trustee or the Certificate Administrator shall
calculate or verify any Cumulative Appraisal Reduction Amount.


 


“Cure/Contest
Period”: As defined in Section 11.01(b)(vii).


 






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


 


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


 


“Cut-Off
Date”: With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of
any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February
2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).


 


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


 


“DBNY”:
Deutsche Bank AG, New York Branch, and its successors in interest.


 


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


 


“Debt
Service Coverage Ratio”: With respect to any Mortgage Loan (or Serviced Loan Combination, if applicable), for any twelve-month
period covered by an annual operating statement for the related Mortgaged Property, the ratio of (i) Net Operating Income produced
by the related Mortgaged Property during such period to (ii) the aggregate amount of Monthly Payments (which do not include Balloon
Payments) due under such Mortgage Loan (or Serviced Loan Combination, if applicable) during such period; provided that
with respect to the Mortgage Loans (and with respect to any Serviced Loan Combination that includes a Mortgage Loan) identified
on the Mortgage Loan Schedule as paying interest only for a specified period of time set forth in the related Loan Documents and
then paying principal and interest, the related Monthly Payment will be calculated (for purposes of this definition only) to include
interest and principal (based on the remaining amortization term indicated in the Mortgage Loan Schedule).


 


“Default”:
An event of default under any Mortgage Loan (or Serviced Loan Combination, if applicable) or an event which, with the passage
of time or the giving of notice, or


 






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both,
would constitute an event of default under such Mortgage Loan (or Serviced Loan Combination, if applicable).


 


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


 


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


 


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


 


“Defaulted
Mortgage Loan”: A Mortgage Loan that is a Defaulted Loan.


 


“Defaulted
Serviced Loan Combination”: Any Serviced Loan Combination with respect to which the related Serviced Mortgage Loan or
Serviced Companion Loan is a Defaulted Loan.


 


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


 


“Defective
Mortgage Loan”: As defined in Section 2.03(a) of this Agreement.


 


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


 


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


 






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


 


“Depositor”:
Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, and its successors and assigns.


 


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


 


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


 


“Designated
Site”: The internet website to which Diligence Files are uploaded as designated by the Depositor to the Mortgage Loan
Sellers, initially located at www.intralinks.com.


 


“Determination
Date”: The eleventh day of each calendar month (or, if the eleventh day of that month is not a Business Day, the next
Business Day), commencing in March 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
on behalf of the Certificateholders or in blank, and further showing a complete, unbroken chain of endorsement from the originator
(if such originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Note has been lost,
a lost note affidavit and indemnity with a copy of such Note), and (B) if such Mortgage Loan is part of a Serviced Loan Combination,
the executed 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);


 






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(iv)     final
written modification agreements in those instances where the terms or provisions of the Note for such Mortgage Loan (or, if applicable,
any Note of a 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
Loan Combination, if applicable) or, if such policy has not been issued or located, an irrevocable, binding commitment (which
may be a “marked-up” pro forma title policy marked as binding and executed by an authorized representative of the
title insurer or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative
of the title insurer) to issue such title insurance policy;


 


(vi)     the
Ground Lease relating to such Mortgage Loan (or the related Serviced Loan Combination, 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 Loan Combination, if any;


 


(ix)     the
lock box agreement or cash management agreement relating to such Mortgage Loan or the related Serviced Loan Combination, 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 Loan Combination, 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 Loan Combination 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 Loan Combination and any related assignment thereof;


 






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(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 for the benefit
of the Certificateholders 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 Loan Combination and any related assignment thereof; and


 


(xvii)  in
the case of a Mortgage Loan that is part of a Loan Combination, 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;


 






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(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 the origination settlement statement;


 


(r)        a
copy of any Insurance Summary Report;


 


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


 


(t)        a
copy of any 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 originator received such documents 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 originator or Mortgage Loan Seller or any draft documents, privileged or internal communications, credit underwriting
or due diligence analysis shall constitute part of the Diligence File. It is not required to include any of the same items identified
above again if such items have already been included under another clause of the definition of Diligence File, and the Diligence
File shall include a statement to that effect. The Mortgage Loan Seller may, without any obligation to do so, include such other
documents 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 are clearly labeled and identified.


 


“Diligence
File Certification”: As defined in Section 2.01(i) of this Agreement.


 






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“Directing
Holder”: (a) With respect to all of the Serviced Loans other than a Serviced Outside Controlled Loan Combination and
any Excluded Mortgage Loan, the Controlling Class Representative; and (b) with respect to any Serviced Outside Controlled Loan
Combination, the related Outside Controlling Note Holder.


 


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


 


“Disclosable
Special Servicer Fees”: With respect to any Serviced Loan or related REO Property, any compensation and other remuneration
(including, without limitation, in the form of commissions, brokerage fees and rebates) received or retained by the Special Servicer
or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor, any Manager, any
guarantor or indemnitor in respect of a Serviced Loan and any purchaser of any Serviced Loan or REO Property (or an interest in
an REO Property related to a Serviced Loan Combination, if applicable) in connection with the disposition, workout or foreclosure
of any Serviced Loan, the management or disposition of any 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 which is payable to the
Special Servicer under this Agreement, and (2) any Permitted Special Servicer/Affiliate Fees. For the avoidance of doubt, any
compensation or other remuneration that an entity acting in the capacities of both the Master Servicer and Special Servicer is
entitled to in its capacity as Master Servicer pursuant to this Agreement will not constitute Disclosable Special Servicer Fees.


 


“Dispute
Resolution Consultation”: As defined in Section 2.03(g) of this Agreement.


 


“Dispute
Resolution Cut-off Date”: As defined in Section 2.03(g) of this Agreement.


 


“Disqualified
Non-U.S. Tax Person”: With respect to a Class R Certificate, any Non-U.S. Tax Person or agent thereof other than (i)
a Non-U.S. Tax Person that holds the Class R Certificate in connection with the conduct of a trade or business within the United
States and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (ii) a Non-U.S. Tax
Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel
to the effect that the transfer of the Class R Certificate to it is in accordance with the requirements of the Code and the regulations
promulgated


 






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thereunder
and that such transfer of the Class R Certificate will not be disregarded for federal income tax purposes.


 


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


 


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


 


“Distribution
Date”: The fourth Business Day following each Determination Date, commencing in March 2019. The first Distribution Date
shall be March 15, 2019.


 


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


 


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


 


“Dodd-Frank
Act”: The Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time.


 


“Due
Date”: With respect to any Mortgage Loan or Companion Loan, for any calendar month: (i) up to and including the calendar
month in which its Maturity Date occurs, the day of such month set forth in the related Note on which the Monthly Payment thereon
is scheduled to be first due (without regard to any grace period); (ii) after the calendar month in which its Maturity Date occurred,
the day of such month that would have been the Due Date in accordance with clause (i) of this definition without regard to the
occurrence of the Maturity Date; and (iii) if such Mortgage Loan or Companion Loan, as applicable, has become an REO Mortgage
Loan or REO Companion Loan, as applicable, the day of such month that would have been the Due Date in accordance with clause (i)
of this definition without regard to the occurrence of such event.


 


“Due
Diligence Service Provider”: As defined in Section 12.13(l) of this Agreement.


 






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“Due
Period”: With respect to any Distribution Date and any Mortgage Loan (including an REO Mortgage Loan) or Companion Loan,
the period beginning on the day immediately following the Due Date in the month preceding the month in which such Distribution
Date occurs (or, in the case of the Distribution Date occurring in March 2019, if such Mortgage Loan or Companion Loan does not
have a Due Date in such preceding month, beginning on the day after the date that would have been the Due Date if such Mortgage
Loan or Companion Loan had a Due Date in such preceding month) and ending on and including the Due Date in the month in which
such Distribution Date occurs.


 


“Early
Termination Notice Date”: Any date as of which (a) the aggregate Stated Principal Balance of the Mortgage Loans (including
REO Mortgage Loans) is less than (b) 1.0% of the sum of the aggregate Cut-Off Date Balance of the Mortgage Pool initially included
in the Trust Fund (excluding, for the purposes of the calculation in each of clauses (a) and (b) in this definition, the Staples
Strategic Industrial Mortgage Loan, the PSM Building Mortgage Loan, and the Midwest Dollar General Portfolio Mortgage Loan if
the right to purchase referred to in Section 9.01(c) is exercised on or after the Distribution Date in February 2029).


 


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


 


“EDGAR-Compatible
Format”: (a) With respect to the CREFC® Schedule AL File, the Schedule AL Additional File and any other information
required pursuant to Item 1111(h) of Regulation AB, XML Format or such other format as mutually agreed to between the Depositor,
Certificate Administrator and the Master Servicer and (b) with respect to any other document or information, any format compatible
with EDGAR, including HTML, Word, Excel or clean, searchable PDFs.


 


“Eligible
Account”: Any of: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee and the Certificate Administrator), (a) the long-term unsecured debt obligations (or short-term
unsecured debt obligations if the account holds funds for less than 30 days) or commercial paper of which are rated by Fitch in
its highest rating category at all times (or, in the case of the REO Account, Collection Account, Loan Combination Custodial Account,
Interest Reserve Account, Excess Liquidation Proceeds Reserve Account and Escrow Account, the long-term unsecured debt obligations
(or short-term unsecured debt obligations if the account holds funds for less than 30 days) of which are rated at least “AA-”
by Fitch (or “A” by Fitch so long as the short-term deposit or short-term unsecured debt obligations of such depository
institution or trust company are rated no less than “F1” by Fitch) or, if applicable, the short-term rating equivalent
thereof, which is at least “F1” by Fitch), (b) the long-term unsecured debt obligations or deposit accounts of which
are rated at least “BBB+” by S&P in the case of letters of credit and accounts in which funds are held for more
than 30 days or, in the case of letters of credit and accounts in which funds are held for 30 days or less, the short-term deposit
accounts or short-term unsecured debt obligations of which are rated at least “A-1” by S&P (or “A-2”
by S&P if the long-term unsecured debt obligations or deposit accounts thereof are rated at least “BBB” by S&P),
and (c) the long-term unsecured debt obligations (or short-term unsecured debt obligations if the account holds funds for less
than 30 days) or commercial paper of which are rated at least “R-1 (middle)” by DBRS (or, if not rated by DBRS, an
equivalent rating such as that listed above by two other NRSROs (which may include S&P, Fitch and/or Moody’s)), in the
case of accounts in which funds


 






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are
held for 30 days or less or, in the case of accounts in which funds are held for more than 30 days, the long-term unsecured debt
obligations of which are rated at least “A” by DBRS (or, if not rated by DBRS, an equivalent rating such as that listed
above by two other NRSROs (which may include S&P, Fitch and/or Moody’s)); (ii) an account or accounts maintained with
Wells Fargo Bank, National Association, PNC Bank, National Association or Citibank, N.A. so long as the long-term unsecured debt
rating or deposit account rating of Wells Fargo Bank, National Association, PNC Bank, National Association or Citibank, N.A.,
as applicable, shall be at least “BBB(high)” by DBRS (or, if not rated by DBRS, an equivalent rating such as that
listed above by two other NRSROs (which may include S&P, Fitch and/or Moody’s)), “A-” by Fitch and “BBB”
by S&P (if the deposits are to be held in the account for more than 30 days) or the short-term deposit account or short-term
unsecured debt rating of Wells Fargo Bank, National Association, PNC Bank, National Association or Citibank, N.A., as applicable,
shall be at least “R-1(low)” by DBRS (if rated by DBRS, or if not rated by DBRS, an equivalent or higher rating by
two other NRSROs (which may include S&P, Fitch and/or Moody’s)), “F1” by Fitch and “A-2” by
S&P (if the deposits are to be held in the account for 30 days or less); (iii) a segregated trust account or accounts maintained
with the corporate trust department of a federal or state chartered depository institution or trust company that, in either case,
has corporate trust powers, acting in its fiduciary capacity, which institution or trust company has a combined capital and surplus
of at least $50,000,000, is (in the case of a state chartered depository institution or trust company) subject to regulations
substantially similar to 12 C.F.R. §9.10(b), and is subject to supervision or examination by federal and state authority;
(iv) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the
applicable clause, would be listed in clauses (i) - (iii) above, with respect to which a Rating Agency Confirmation has been obtained
from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such
account; or (v) such other account or accounts not listed in clauses (i) - (iii) above with respect to which a Rating Agency Confirmation
has been obtained from each Rating Agency. Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate
of deposit, passbook or other similar instrument.


 


“Eligible
Asset Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of Moody’s, Fitch, KBRA, S&P, DBRS or Morningstar and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P,
DBRS or Morningstar 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 applicable, as the sole or material factor in such rating action, (b) can and will make the representations and warranties
set forth in Section 2.10, (c) is not (and is not affiliated with) a Sponsor, a Mortgage Loan Seller, an originator, the
Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Holder, any Risk
Retention Consultation Party or any of their respective Affiliates, (d) has not performed (and is not affiliated with any party
hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar services with respect to any Mortgage
Loan or any related Companion Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter,
any Initial Purchaser, the Directing Holder, any Risk Retention Consultation Party 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) does not directly
or


 






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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 (i) that is the special servicer or operating advisor on a transaction rated by any of
Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS but has not been the special servicer or operating advisor on a transaction
for which Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS has qualified, downgraded or withdrawn its rating or ratings
of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating
advisor, as applicable, as the sole or material factor in such rating action, (ii) that (x) has been regularly engaged in the
business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five years of experience
in collateral analysis and loss projections, and (y) has at least five years of experience in commercial real estate asset management
and experience in the workout and management of distressed commercial real estate assets, (iii) that can and will make the representations
and warranties set forth in Section 2.09(a) of this Agreement, (iv) that is not (and is not affiliated with) the Depositor,
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, any Mortgage Loan Seller, the Controlling
Class Representative, any 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 Affiliates, (v) that has
not been paid any fees, compensation or other remuneration by any Special Servicer or successor Special Servicer (x) in respect
of its obligations under this Agreement or (y) for the recommendation of the replacement of the Special Servicer or the appointment
of a successor special servicer to become the Special Servicer and (vi) 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 Operating Advisor or any fees to which it is entitled as Asset Representations Reviewer, if
the Person acting as Operating Advisor is also acting as Asset Representations Reviewer.


 


“Emergency
Advance”: Any Property Advance that, pursuant hereto, the Special Servicer is required to either (a) make (in its sole
discretion in accordance with the Servicing Standard) or (b) to request the Master Servicer to make, that must be made in an emergency
situation or on an urgent basis within two (2) Business Days of the Special Servicer becoming aware that it must be made in order
to avoid any material penalty, any material harm to a Mortgaged Property securing a Mortgage Loan or any other material adverse
consequence to the Trust Fund or any related Companion Loan Holder.


 


“Enforcing
Party”: In connection with any Repurchase Request, (i) in the event one or more Requesting Certificateholders or Consultation
Requesting Certificateholders has delivered a Final Dispute Resolution Election Notice with respect thereto pursuant to Section
2.03(g) of this Agreement, with respect to the mediation or arbitration that arises out of such Final Dispute Resolution Election
Notice, such Requesting Certificateholder(s) and/or Consultation Requesting Certificateholder(s), or (ii) in all other cases,
the Enforcing Servicer.


 






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“Enforcing
Servicer”: The Special Servicer.


 


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


 


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


 


“ERISA
Restricted Certificate”: Any Class X-F, Class X-G, Class X-H, Class X-J, Class F, Class G, Class H or Class J Certificate
or, if transferred through Citigroup Global Markets Inc., Deutsche Bank Securities Inc. or J.P. Morgan Securities LLC, any Class
VRR Certificate; provided that any such Certificate: (a) will cease to be considered an ERISA Restricted Certificate and
(b) will cease to be subject to the transfer restrictions with respect to ERISA Restricted Certificates contained in Section
5.03(n) of this Agreement if, as of the date of a proposed transfer of such Certificate, it is rated in one of the four highest
generic ratings categories by a credit rating agency that meets the requirements of the Underwriter Exemption or (ii) relevant
provisions of ERISA would permit the transfer of such Certificate to a Plan.


 


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


 


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


 


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


 


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


 


“Excess
Interest Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that
are designated as evidencing an interest in the Excess Interest. The Class S Certificates and the Class VRR Certificates shall
be the only Classes of Excess Interest Certificates issued under this Agreement.


 


“Excess
Interest Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator
pursuant to Section 3.05(e) of this Agreement in trust for the Holders of the Excess Interest Certificates, which (subject
to changes in the identities of the Certificate Administrator and/or the Trustee) shall be entitled “Citibank, N.A., as
Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
Holders of Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-


 






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Through
Certificates, Series 2019-B9, Class VRR and Class S – Excess Interest Distribution Account.” Any such account shall
be an Eligible Account. The Excess Interest Distribution Account shall be held solely for the benefit of the Holders of the Excess
Interest Certificates. The Excess Interest Distribution Account shall not be an asset of the Lower Tier REMIC or the Upper Tier
REMIC, but rather shall be an asset of the Grantor Trust.


 


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


 


“Excess
Liquidation Proceeds Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator
pursuant to Section 3.05(c) of this Agreement in trust for the Certificateholders, which (subject to any changes in the
identities of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Benchmark 2019-B9
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9, Excess Liquidation Proceeds Reserve Account.”
Any such account shall be an Eligible Account.


 


“Excess
Modification Fees”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), the sum
of (A) the excess of (i) any and all Modification Fees with respect to any modification, waiver, extension or amendment of any
of the terms of a Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), over (ii) all unpaid or unreimbursed
Advances and Additional Trust Fund Expenses (including, without limitation, interest on unreimbursed Advances to the extent not
otherwise paid or reimbursed by the related Mortgagor (including indirect reimbursement from Penalty Charges or otherwise), but
excluding (1) Special Servicing Fees, Workout Fees and Liquidation Fees and (2) Borrower Delayed Reimbursements) outstanding or
previously incurred hereunder with respect to the related Serviced Mortgage Loan (or Serviced Loan Combination, if applicable)
and reimbursed from such Modification Fees (which such Advances and Additional Trust Fund Expenses shall be reimbursed from such
Modification Fees), and (B) Advances and Additional Trust Fund Expenses previously paid or reimbursed from Modification Fees as
described in the preceding clause (A), which Advances and Additional Trust Fund 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 Serviced Mortgage Loan (or Serviced
Loan Combination, if applicable) or REO Property; provided that if the Serviced Mortgage Loan (or Serviced Loan Combination,
if applicable) ceases being a Corrected Loan, and is subject to a subsequent modification, any Excess Modification Fees earned
by the Special Servicer prior to such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) ceasing to be a Corrected
Loan shall no longer be offset


 






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against
future Liquidation Fees and Workout Fees unless such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) ceased
to be a Corrected Loan within 18 months of it becoming a modified Serviced Mortgage Loan (or modified Serviced Loan Combination,
if applicable). If such Mortgage Loan (or Serviced Loan Combination) ceases to be a Corrected Loan, the Special Servicer shall
be entitled to a Liquidation Fee or Workout Fee (to the extent not previously offset) with respect to the new modification, waiver,
extension or amendment or future liquidation of the Specially Serviced Loan or related REO Property (including in connection with
a repurchase, sale, refinance, discounted or full payoff or other liquidation); provided that any Excess Modification Fees
earned and paid to the Special Servicer in connection with such subsequent modification, waiver, extension or amendment (or, as
contemplated by the preceding proviso, a prior modification, waiver, extension or amendment) shall be applied to offset such Liquidation
Fee or Workout Fee to the extent described above. Within any prior 12-month period, all Excess Modification Fees earned by the
Master Servicer or the Special Servicer (after taking into account any offset described above applied during such 12-month period)
with respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) shall be subject to a cap equal to the
greater of (i) 1% of the outstanding principal balance of such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable)
after giving effect to such transaction, and (ii) $25,000.


 


“Excess
Penalty Charges”: With respect to any Serviced Loan and any Collection Period, the sum of (A) the excess of (i) any
and all Penalty Charges collected in respect of such Serviced Loan during such Collection Period, over (ii) all unpaid or unreimbursed
Advances and Additional Trust Fund Expenses (including, without limitation, interest on Advances to the extent not otherwise paid
or reimbursed by the related Mortgagor, but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or
previously incurred on behalf of the Trust (and, if applicable, the related Serviced Companion Loan Holder) with respect to such
Serviced Loan and reimbursed from such Penalty Charges (which such Advances and Additional Trust Fund Expenses shall be reimbursed
from such Penalty Charges) in accordance with Section 3.14 of this Agreement and (B) Advances and expenses previously paid
or reimbursed from Penalty Charges as described in the immediately preceding clause (A), which Advances and expenses have been
recovered from the related Mortgagor or otherwise.


 


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


 


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


 


“Excluded
Controlling Class Holder”: With respect to any Excluded Controlling Class Mortgage Loan, the Controlling Class Representative
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling
Class Mortgage Loan. Promptly upon obtaining actual knowledge of any such party becoming an “Excluded Controlling Class
Holder”, the Controlling Class Certificateholder or Controlling Class


 






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Representative,
as the case may be, shall provide notice in the form of Exhibit M-1F hereto to the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Certificate Administrator, which such notice shall
be physically delivered in accordance with Section 12.04 of this Agreement and shall specifically identify the Excluded
Controlling Class Holder and the subject Excluded Controlling Class Mortgage Loan. Additionally, any Excluded Controlling Class
Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit M-1G hereto, which
notice shall provide the CitiDirect Login 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.


 


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


 


“Excluded
Information”: With respect to any Excluded Controlling Class Mortgage Loan, any information and reports solely relating
to such Excluded Controlling Class Mortgage Loan and/or the related Mortgaged Property or portfolio of Mortgaged Properties, including,
without limitation, any Asset Status Reports, Final Asset Status Reports (or summaries thereof), any Appraisals, inspection reports
(related to Specially Serviced Loans conducted by the Special Servicer or the Excluded Special Servicer, as applicable), any Officer’s
Certificates delivered by the Master Servicer, the Special Servicer or the Trustee pursuant to Section 3.20(c) or Section
4.06(b) supporting a non-recoverability determination, the Operating Advisor Annual Reports, any determination of the Special
Servicer’s net present value calculation, any Appraisal Reduction Amount calculations, environmental assessments, seismic
reports and property condition reports and such other information and reports designated as Excluded Information (other than such
information with respect to such Excluded Controlling Class Mortgage Loan that is aggregated with information of other Mortgage
Loans at a pool level) by the Master Servicer, the Special Servicer or the Operating Advisor, as the case may be. For the avoidance
of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the
CREFC® Special Servicer Loan File and CREFC® Special Servicer Property File relating to any Excluded Controlling
Class Mortgage 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 for posting to the Certificate
Administrator’s Website to the Certificate Administrator in accordance with Section 3.32 hereof. For the avoidance
of doubt, the Certificate Administrator’s obligation to segregate any information delivered to it under the “Excluded
Information” tab on the Certificate Administrator’s Website shall be triggered solely by such information being delivered
in the manner provided in Section 3.32 hereof.


 


“Excluded
Mortgage Loan”: A Mortgage Loan or Loan Combination with respect to which, as of any date of determination, the Controlling
Class Representative or a Controlling Class Certificateholder (or Controlling Class Certificateholders in the aggregate) of more
than 50%


 






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of
the Controlling Class (by Certificate Balance) is a Borrower Party (or are Borrower Parties, as applicable). For the avoidance
of doubt, any Excluded Mortgage Loan is also an Excluded Controlling Class Mortgage Loan.


 


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


 


“Excluded
RRCP Mortgage Loan”: With respect to any Risk Retention Consultation Party as of any date of determination, a Mortgage
Loan or Loan Combination with respect to which such Risk Retention Consultation Party or the Person(s) entitled to appoint such
Risk Retention Consultation Party is a Borrower Party.


 


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


 


“Excluded
Special Servicer Mortgage Loan”: As of any date of determination, any Mortgage Loan or Loan Combination with respect
to which the related Special Servicer, to its knowledge, is a Borrower Party.


 


“Fairbridge
Office Portfolio Mortgage Loan”: The Mortgage Loan secured by the portfolio of Mortgaged Properties identified on the
Mortgage Loan Schedule as Fairbridge Office Portfolio.


 


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


 


“Final
Asset Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such
other data or supporting information provided by the Special Servicer to the Operating Advisor or the related Directing Holder
or any Risk Retention


 






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Consultation
Party (other than with respect to any related Excluded RRCP Mortgage Loan) or any related Serviced Companion Loan Holder (or
its Companion Loan Holder Representative), in each case, which does not include any communications (other than the related
Asset Status Report) between the Special Servicer, on the one hand, and the related Directing Holder, any Risk Retention
Consultation Party and/or any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), on the
other hand, with respect to such Specially Serviced Loan; provided that no Asset Status Report shall be considered to
be a Final Asset Status Report unless any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan
Combination is involved) or, prior to the occurrence and continuance of a Control Termination Event, the Controlling Class
Representative (if any other Serviced Loan(s) (other than any Excluded Mortgage Loan) are involved), as applicable, has
either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of
its rights of approval and consent pursuant to this Agreement, or has been deemed to have approved or consented to such
action, or unless the Asset Status Report is otherwise implemented by the Special Servicer in accordance with this Agreement.
The Special Servicer shall label or otherwise notify the Operating Advisor of whether any Asset Status Report delivered to
the Operating Advisor is a Final Asset Status Report as provided in Section 3.21(b) of this Agreement.


 


“Final
Dispute Resolution Election Notice”: As defined in Section 2.03(g) of this Agreement.


 


“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or Serviced Loan Combination that is a Specially
Serviced Loan (or, in the case of an Outside Serviced Mortgage Loan, the equivalent under the applicable Outside Servicing Agreement)
or REO Mortgage Loan, as the case may be, a determination that there has been a recovery of all Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds, REO Proceeds and other payments or recoveries that the Special Servicer, or the related Outside
Special Servicer with respect to an Outside Serviced Mortgage Loan (if it is a “Specially Serviced Loan” (or an analogous
concept) under the applicable Outside Servicing Agreement) or any related REO Property, has determined in accordance with the
Servicing Standard will ultimately be recoverable; provided that with respect to each Outside Serviced Mortgage Loan, the
Final Recovery Determination shall be made by the related Outside Special Servicer in accordance with the applicable Outside Servicing
Agreement.


 


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


 


“Form
8-K Disclosure Information”: As defined in Section 10.07 of this Agreement.


 


“GACC”:
German American Capital Corporation, a Maryland corporation, and its successors in interest.


 






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“GACC
Mortgage Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of February 1, 2019, by and between
GACC and the Depositor.


 


“GACC
Mortgage Loans”: The Mortgage Loans transferred by GACC to the Depositor and/or the Trust pursuant to the GACC Mortgage
Loan Purchase Agreement and this Agreement.


 


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


 


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


 


“Grace
Period”: The number of days before a payment default is an event of default under the related Mortgage Loan.


 


“Grantor
Trust”: A segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust”
under the Grantor Trust Provisions, consisting of the VRR Specific Grantor Trust Assets, the Class S Specific Grantor Trust Assets
and the Excess Interest Distribution Account, beneficial ownership of which is represented by the Grantor Trust Certificates.


 


“Grantor
Trust Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that is
designated as evidencing an interest in the Grantor Trust. The Class S Certificates and the Class VRR Certificates shall be the
only Classes of Grantor Trust Certificates issued under this Agreement.


 


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


 


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


 


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


 


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


 


“Indemnified
Party”: As defined in Section 8.05(c) or Section 12.13(d), as applicable, of this Agreement, as the context
requires.


 






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“Indemnifying
Party”: As defined in Section 8.05(c), Section 10.12 or Section 12.13(d), as applicable, of this
Agreement, as the context requires.


 


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


 


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


 






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“Initial
Interest Deposit Amount”: With respect to each Mortgage Loan that accrues interest on Actual/360 Basis, an amount equal
to two days of interest on the Cut-off Date Balance of such Mortgage Loan at the related Net Mortgage Rate, which amount is required
to be delivered by the related Mortgage Loan Seller to the Master Servicer on the Closing Date for deposit into the Collection
Account pursuant to Section 1 of the related Loan Purchase Agreement. The aggregate of all Initial Interest Deposit Amounts is
$245,549.88.


 


“Initial
Purchasers”: Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Academy Securities,
Inc. and The Williams Capital Group, L.P.


 


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


 


“Initial
Schedule AL Additional File”: The data file containing additional information or schedules regarding data points in
the Initial Schedule AL File and filed as Exhibit 103 to the Form ABS-EE or, if applicable, Form ABS-EE/A incorporated by reference
in the Prospectus.


 


“Initial
Schedule AL File”: The data file prepared by, or on behalf of, the Depositor and filed as Exhibit 102 to the Form ABS-EE
or, if applicable, Form ABS-EE/A incorporated by reference in the Prospectus.


 


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


 


“Institutional
Accredited Investor”: An entity that qualifies as an “accredited investor” within the meaning of Rule 501(a)
(1), (2), (3) or (7) of Regulation D under the Act or any entity in which all of the equity owners qualify as “accredited
investors” within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Act.


 


“Insurance
Proceeds”: Proceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to a Mortgage
Loan (including an Outside Serviced Mortgage Loan) (including any amounts paid by the Master Servicer pursuant to Section 3.07
of this Agreement); provided that, in the case of an Outside Serviced Mortgage Loan, “Insurance Proceeds”
under this Agreement shall be limited to any related proceeds of the type described above in this definition that are received
by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related
Co-Lender Agreement or, if no allocation is provided in the related Co-Lender Agreement, as allocated pursuant to the applicable
Outside Servicing Agreement.


 


“Insurance
Summary Report”: With respect to each Mortgage Loan, a report or other summary prepared either by the related Mortgage
Loan Seller or a third party insurance consultant on behalf of the related Mortgage Loan Seller that provides a summary of all
insurance policies covering the related Mortgaged Property(ies), identifying the insurance provider, applicable ratings of each
such provider and the amount of coverage and any applicable deductible.


 






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“Interest
Accrual Amount”: (a) With respect to any Distribution Date and any Class of Non-Vertically Retained Principal Balance
Certificates, an amount equal to interest for the related Interest Accrual Period accrued at the applicable Pass-Through Rate
for such Class on the related Certificate Balance outstanding immediately prior to such Distribution Date; and (b) with respect
to any Distribution Date and a Class of the Class X Certificates, an amount equal to the Accrued Component Interest for the related
Interest Accrual Period for the applicable Component (or, if there are multiple related Components, the sum of the Accrued Component
Interest for the related Interest Accrual Period for all of the respective Components) for such Class for such Interest Accrual
Period. Calculations of interest for each Interest Accrual Period shall be made on 30/360 Basis.


 


“Interest
Accrual Period”: With respect to any Distribution Date, the calendar month prior to the month in which such Distribution
Date occurs.


 


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


 


“Interest
Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to
Section 3.23 of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator)
shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association, as
Trustee, for the benefit of the registered Holders of Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B9, Interest Reserve Account” and which shall be an Eligible Account.


 


“Interest
Shortfall”: With respect to any Distribution Date for any Class of Non-Vertically Retained Regular Certificates, subject
to increase as provided in Section 4.01(g) of this Agreement, the sum of (a) the portion of the Interest Distribution Amount
for such Class remaining unpaid as of the close of business on the preceding Distribution Date (if any), and (b) to the extent
permitted by applicable law, (i) in the case of a Class of Non-Vertically Retained Principal Balance Certificates, one month’s
interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class for the subject Distribution Date,
and (ii) in the case of a Class of Interest-Only Certificates, one month’s interest on that amount remaining unpaid at the
WAC Rate for the subject Distribution Date.


 


“Interested
Person”: As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Controlling Class Representative, any Risk
Retention Consultation Party, any Mortgage Loan Seller, any Mortgagor, any holder of a related mezzanine loan, any manager of
a Mortgaged Property, any Independent Contractor engaged by the Special Servicer pursuant to Section 3.16 of this Agreement,
or any Person actually known to a Responsible Officer of the Trustee or the Certificate Administrator to be an Affiliate of any
of the preceding entities; and, with respect to a Defaulted Serviced Loan Combination, the related Other


 






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Depositor,
the master servicer, the special servicer (or any independent contractor engaged by such special servicer), or the trustee for
the related Other Securitization Trust, the related Serviced Companion Loan Holder or its Companion Loan Holder Representative,
any holder of a related mezzanine loan, or any Person actually known to a Responsible Officer of the Trustee or the Certificate
Administrator to be an Affiliate of any of the preceding entities.


 


“Interest-Only
Certificates”: The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H and Class X-J Certificates, collectively.


 


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


 


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


 


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


 


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


 


“Investor
Certification”: A certificate representing that such Person executing the certificate is a Certificateholder, a Certificate
Owner or a prospective purchaser of a Certificate (or any investment advisor or manager of the foregoing), the Controlling Class
Representative (to the extent the Controlling Class Representative is not a Certificateholder or a Certificate Owner), a Risk
Retention Consultation Party (to the extent such Risk Retention Consultation Party is not a Certificateholder or Certificate Owner)
or a Serviced Companion Loan Holder or its Companion Loan Holder Representative, and that (i) for purposes of obtaining certain
information and notices (including access to information and notices on the Certificate Administrator’s Website) pursuant
to this Agreement, (A) (1) in the case of a Person that is neither the Controlling Class Representative nor a Controlling Class
Certificateholder, such Person is or is not a Borrower Party and such Person is or is not a Risk Retention Consultation Party
or (2) in the case of the Controlling Class Representative or a Controlling Class Certificateholder, such Person is or is not
a Borrower Party as to any identified Excluded Controlling Class Mortgage Loan, and (B) except in the case of a Serviced Companion
Loan Holder or its Companion Loan Holder Representative, such Person has received a copy of the Prospectus, which certificate
shall be substantially in the form of Exhibit M-1A, Exhibit M-1B, Exhibit M-1C, Exhibit M-1D or Exhibit
M-1E to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website,
and/or (ii) for purposes of exercising Voting Rights (which does not apply to a prospective purchaser of a Certificate, a Serviced
Companion Loan Holder or its Companion Loan Holder Representative), (A) (1) such Person is not a Borrower Party or (2) in the
case of the Controlling Class


 






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Representative
or any Controlling Class Certificateholder, such Person is a Borrower Party as to any identified Excluded Controlling Class Mortgage
Loan, (B) such Person is or is not the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage Loan Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, a Mortgage Loan
Seller or an Affiliate of any of the foregoing and (C) such Person has received a copy of the Prospectus, which certificate shall
be substantially in the form of Exhibit M-2A or Exhibit M-2B to this Agreement or in the form of an electronic certification
(which may be a click-through confirmation) contained on the Certificate Administrator’s Website or the Master Servicer’s
website. The Certificate Administrator may require that Investor Certifications are resubmitted from time to time in accordance
with its policies and procedures. For the avoidance of doubt if a Borrower Party is the Controlling Class Representative or a
Controlling Class Certificateholder, such Person (A) shall be prohibited from having access to the Excluded Information solely
with respect to the related Excluded Controlling Class Mortgage Loan and (B) shall not be permitted to exercise voting or control,
consultation and/or special servicer appointment rights as a member of the Controlling Class solely with respect to the related
Excluded Controlling Class Mortgage Loan.


 


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


 


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


 


“IRS”:
The Internal Revenue Service.


 


“JPMCB”:
JPMorgan Chase Bank, National Association, a national banking association, and its successors in interest.


 


“JPMCB
Mortgage Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of February 1, 2019, by and between
JPMCB and the Depositor.


 


“JPMCB
Mortgage Loans”: The Mortgage Loans transferred by JPMCB to the Depositor and/or the Trust pursuant to the JPMCB Mortgage
Loan Purchase Agreement and this Agreement.


 


“Kawa
Mixed Use Portfolio Mortgage Loan”: The Mortgage Loan secured by the portfolio of Mortgaged Properties identified on
the Mortgage Loan Schedule as Kawa Mixed Use Portfolio.


 


“KBRA”:
Kroll Bond Rating Agency, Inc. or 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
and the Special Servicer and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings (as
reasonably determined by the Depositor) of the party so designated.


 


“Liberty
Station Retail Mortgage Loan”: The Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule
as Liberty Station Retail.


 






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


 


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


 


“Liquidation
Fee”: (i) With respect to each Specially Serviced Loan as to which the Special Servicer receives a full or discounted
payoff (or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout)
from the related Mortgagor, (ii) except as otherwise described below, with respect to any Serviced Mortgage Loan (or Serviced
Loan Combination, if applicable) repurchased or substituted, or with respect to which a Loss of Value Payment is made, as contemplated
by Section 2.03 of this Agreement, and (iii) with respect to any Specially Serviced Loan or any REO Property (other than
an REO Property related to an Outside Serviced Mortgage Loan) as to which the Special Servicer receives Liquidation Proceeds,
Insurance Proceeds or Condemnation Proceeds, an amount calculated by the application of the applicable Liquidation Fee Rate to
the related payment or proceeds (exclusive of any portion of such payoff or proceeds that represents Penalty Charges); provided
that the Liquidation Fee with respect to such Specially Serviced Loan or REO Property shall be reduced by the amount of any
Excess Modification Fees paid by or on behalf of the related


 






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Mortgagor
with respect to the Specially Serviced Loan or REO Property as described in the definition of “Excess Modification Fees”
in this Agreement, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee;
provided, however, that, except as contemplated by the preceding proviso with respect to offset in connection with
Excess Modification Fees and the next two (2) provisos, no Liquidation Fee will be less than $25,000; provided, further,
that (a) the Liquidation Fee shall be zero with respect to any Serviced Mortgage Loan or Serviced Loan Combination or any Mortgaged
Property purchased, repurchased or substituted for pursuant to clauses (iii) through (v) of the first sentence of the definition
of Liquidation Event (unless with respect to (A) clause (iii), the applicable Mortgage Loan Seller does not repurchase or substitute
for such Mortgage Loan until after more than 120 days following its receipt of notice or discovery of the Material Defect that
gave rise to the particular repurchase or substitution obligation, and (B) clause (v), the applicable mezzanine loan holder (based
on a purchase option set forth under the related intercreditor agreement) or the applicable Subordinate Companion Loan Holder
(based on a purchase option set forth under the related Co-Lender Agreement) does not purchase such Serviced Mortgage Loan or
Serviced Loan Combination within 90 days of the date that the first purchase option related to the subject Servicing Transfer
Event first becomes exercisable under the related intercreditor agreement or the related Co-Lender Agreement, as applicable) or
pursuant to clauses (ii) or (iv) of the second sentence of the definition of Liquidation Event (unless with respect to clause
(iv), the applicable mezzanine loan holder (based on a purchase option set forth under the related intercreditor agreement) or
the applicable Subordinate Companion Loan Holder (based on a purchase option set forth under the related Co-Lender Agreement)
does not purchase such REO Property within 90 days of the date that the first purchase option related to the subject Servicing
Transfer Event first becomes exercisable under the related intercreditor agreement or the related Co-Lender Agreement, as applicable),
(b) the Liquidation Fee shall be zero with respect to any Serviced Mortgage Loan or Serviced Loan Combination or any Mortgaged
Property with respect to which a Loss of Value Payment is made as contemplated by Section 2.03(a) of this Agreement unless
the applicable Mortgage Loan Seller does not make the particular Loss of Value Payment with respect to such Mortgage Loan until
after more than 120 days following its receipt of notice or discovery of the Material Defect that gave rise to the payment of
the particular Loss of Value Payment, and (c) the Liquidation Fee with respect to each Serviced Mortgage Loan or REO Mortgage
Loan repurchased or substituted for after more than 120 days following the Mortgage Loan Seller’s receipt of notice or discovery
of a Material Defect shall be in an amount equal to the Liquidation Fee Rate of the outstanding principal balance of such Serviced
Mortgage Loan or REO Mortgage Loan; provided, further that if a Serviced Mortgage Loan or Serviced Loan Combination
becomes a Specially Serviced Loan only because of an event described in clause (a)(ii) of the definition of Specially Serviced
Loan as a result of a payment default at maturity and the related Liquidation Proceeds or payment are received within 90 days
following the related default in connection with the full and final payoff or refinancing of the related Serviced Mortgage Loan
or Serviced Loan Combination, if applicable, the Special Servicer will not be entitled to collect a Liquidation Fee, but may collect
and retain appropriate fees from the related Mortgagor in connection with such liquidation.


 


“Liquidation
Fee Rate”: A rate equal to the lesser of (a) such rate as would result in a Liquidation Fee of $1,000,000 and (b) 1.0%;
provided, however, that except as contemplated in the definition of “Liquidation Fee”, no Liquidation
Fee will be less than $25,000.


 






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“Liquidation
Proceeds”: The amount (other than Insurance Proceeds and Condemnation Proceeds) received in connection with (i) a full
or discounted payoff (or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition
to a workout) with respect to a Specially Serviced Loan, (ii) a Liquidation Event, (iii) the transfer of any Loss of Value Payments
from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.06(c) 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) or (iv) the transfer of any Threshold Event Collateral to the related Loan Combination Custodial Account
pursuant to Section 3.28(e) of this Agreement.


 


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


 


“Loan
Combination”: An aggregate debt consisting of a particular Mortgage Loan that is an asset of the Trust and one or more
other mortgage loans (each of which is referred to as a “Companion Loan”) that are not assets of the Trust,
which Mortgage Loan and related Companion Loan(s) are: (i) each evidenced by one or more separate Notes; (ii) cross-defaulted
with each other; and (iii) all secured by the same Mortgage(s) encumbering the same Mortgaged Property or portfolio of Mortgaged
Properties. The term “Loan Combination” shall include any successor REO Mortgage Loan and the related successor REO
Companion Loan(s) (or the related deemed Companion Loan(s), if applicable)). The only Loan Combinations related to the Trust as
of the Closing Date are identified in the Loan Combination Table.


 


“Loan
Combination Custodial Account”: With respect to any Serviced Loan Combination, the respective segregated account or
sub-account created and maintained by the Master Servicer pursuant to Section 3.05A of this Agreement on behalf of the
holders of such Serviced Loan Combination, which (subject to any changes in the identities of the Master Servicer and/or the Trustee)
shall be entitled “Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered Holders of Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B9, and the related Serviced Companion Loan Holder, as their interests may appear.”


 


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


 


“Loan
Combination Table”: The table that appears under the heading “LOAN COMBINATIONS” in the Preliminary Statement.


 


“Loan
Documents”: With respect to any Mortgage Loan, or Serviced Loan Combination, the documents executed or delivered in
connection with the origination or any subsequent modification of such Mortgage Loan or Serviced Loan Combination, as applicable,
or


 






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subsequently
added to the related Mortgage File, and any related Co-Lender Agreement and/or intercreditor agreement.


 


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


 


“Loan-Related
Litigation”: As defined in Section 3.33 of this Agreement.


 


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


 


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


 


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


 


“Loss
of Value Payment”: As defined in Section 2.03(a) 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 3.05(g) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust
Fund but not part of the Grantor Trust or any Trust REMIC.


 


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


 






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particular
Distribution Date as and to the extent contemplated by Section 4.01(g) of this Agreement.


 


“Lower-Tier
Regular Interests”: The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1),
in the Lower-Tier REMIC, designated as the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S,
Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class LJ and Class LVRR Lower-Tier Regular Interests.


 


“Lower-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans and collections thereon (other
than Excess Interest), any related REO Property (or a beneficial interest in the applicable portion of the “REO Property”
under the applicable Outside Servicing Agreement related to any Outside Serviced Mortgage Loan) acquired in respect thereof and
all proceeds of such REO Property, other property of the Trust Fund related thereto and amounts (other than Excess Interest and
any interest or other income earned thereon) held in respect thereof from time to time in the Collection Account, any Serviced
Loan Combination Custodial Account, the Interest Reserve Account and the related REO Account, and amounts held from time to time
in the Lower-Tier REMIC Distribution Account and the Excess Liquidation Proceeds Reserve Account, in each case excluding amounts
allocable to the Companion Loans and any interest or other income earned on such amounts allocable to the Companion Loans. Any
Threshold Event Collateral posted by a Serviced Subordinate Companion Loan Holder will be part of the Trust Fund but not part
of the Grantor Trust or any Trust REMIC.


 


“Lower-Tier
REMIC Distribution Account”: The account or accounts created and maintained as a separate account (or separate sub-account
within the same account as the Upper-Tier REMIC Distribution Account) or accounts by the Certificate Administrator pursuant to
Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate
Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered Holders of Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-B9, Lower-Tier REMIC Distribution Account” and which must be an Eligible Account. The Lower-Tier
REMIC Distribution Account shall be an asset of the Lower-Tier REMIC.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


“Major
Decision”: Collectively:


 


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


 


(b)       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


  






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applicable, is permitted to waive pursuant to this Agreement) or material non-monetary term (including,
without limitation, a modification with respect to the timing of payments and acceptance of discounted payoffs but excluding waiver
of Penalty Charges) of a Serviced Loan or any extension of the Maturity Date or Anticipated Repayment Date, as applicable, of
a Serviced Loan;




 


(c)       any
sale of a Serviced Mortgage Loan that is a Defaulted Mortgage Loan (and any related Serviced Pari Passu Companion Loan) or REO
Property (other than in connection with the termination of the Trust Fund) for less than the applicable Purchase Price;


 


(d)       any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property or any approval of a Mortgagor’s determination to bring a Mortgaged Property into compliance
with applicable environmental laws or to otherwise address Hazardous Materials 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 Loan Documents;


 


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


 


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


 


(g)       any
approval of property management company changes or franchise changes, in each case to the extent the lender is required to consent
to, or approve, such changes under the related Loan Documents, provided that with respect to property management company changes
(i) the Serviced Loan has an outstanding principal balance greater than $2,500,000, or (ii) the successor property manager is
affiliated with the related Mortgagor;


 


(h)       releases
of any holdback amounts, escrow accounts, reserve accounts or letters of credit held as performance or “earn-out”
holdbacks, escrows or reserves, other than those required pursuant to the specific terms of the related Serviced Loan and for
which there is no lender discretion (for the avoidance of doubt the determination of whether conditions precedent to a Mortgagor’s
right to obtain release have been satisfied will be a matter of lender discretion), but solely with respect to any Specified Mortgage
Loans;


 






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


 


(j)       any
acceleration of a Serviced Loan or the exercise of any other remedy following a default or an event of default with respect to
a Serviced Loan, any initiation of judicial, bankruptcy or similar proceedings under the related Loan Documents or with respect
to the related Mortgagor or Mortgaged Property;


 


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


 


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


 


(m)       any
determination of an Acceptable Insurance Default;


 


(n)       in
the case of any Specially Serviced Loan, 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 Mortgagor of the obligation to provide financial
statements on at least a quarterly basis) following three consecutive late deliveries of financial statements;


 


(o)       in
the case of any Specially Serviced Loan, any modification, waiver or amendment of any lease, the execution of any new lease or
the granting of a subordination, non-disturbance and attornment agreement in connection with any lease (other than a Ground Lease)
at a Mortgaged Property or REO Property, if (a) the lease affects an area greater than or equal to 30% of the net rentable area
of the improvements at the Mortgaged Property and (b) such transaction is not a routine leasing matter;


 


(p)       any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, other
than such debt that is permitted pursuant to the specific terms of the related Serviced Loan and for which there is no lender
discretion (for the avoidance of doubt, the determination of whether conditions precedent to the right to incur additional debt
or additional mezzanine debt will not be a matter of lender discretion);


 


(q)       in
the case of any Specially Serviced Loan, any approval of or consent to a grant of an easement or right of way that materially
affects the use or value of a Mortgaged Property or a Mortgagor’s ability to make payments with respect to such Specially
Serviced Loan;


 


(r)       agreeing
to any modification, waiver, consent or amendment of the related Serviced Loan in connection with a defeasance if such proposed
modification, waiver,


 






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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 interest in the Mortgagor or the existing collateral or material modifications of
the existing collateral) that would permit the defeasance of the subject Serviced Loan, (ii) a modification of the type of defeasance
collateral required under the related Loan Documents such that defeasance collateral other than direct, non-callable obligations
of the United States would be permitted or (iii) a modification that would permit a principal prepayment instead of defeasance
if the applicable Loan Documents do not otherwise permit such principal prepayment; and


 


(s)       determining
whether to permit any Ground Lease modification, amendment or subordination, non-disturbance and attornment agreement or entry
into a new Ground Lease;


 


provided,
for the avoidance of doubt, that any modification, waiver, consent or amendment by the Master Servicer or the Special Servicer
that is set forth in any of clauses (a) through (s) above in this definition shall constitute a Major Decision regardless
of the fact that such action is being taken in connection with a defeasance; and, provided, further, that, in the
case of a Serviced Outside Controlled Loan Combination, “Major Decision” shall have the meaning as such term or any
analogous term is assigned in the related Co-Lender Agreement. For the avoidance of doubt, the Controlling Class Representative
shall have no consent or consultation rights with respect to Major Decisions with respect to any Excluded Mortgage Loan.


 


“Major
Decision Reporting Package”: With respect to any Major Decision, (a) a written report prepared by the Special Servicer
describing in reasonable detail (i) the background and circumstances requiring action of the Special Servicer, (ii) the proposed
course of action recommended, and (iii) information regarding any direct or indirect conflict of interest in the subject action,
and (b) all information in the Special Servicer’s possession that is reasonably requested by the party receiving such Major
Decision Reporting Package in order for such party to exercise any consultation or consent rights available to such party under
this Agreement. For the avoidance of doubt, the Special Servicer may provide the information described in clauses (a)(i) and (a)(ii)
above in the form of an Asset Status Report.


 


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


 


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


 


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


 


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


 


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


 






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“Material
Defect”: With respect to any Mortgage Loan, a Material Breach or a Material Document Defect, as the case may be, with
respect to such Mortgage Loan.


 


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


 


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


 


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


 


“Mediation
Services Provider”: As defined in Section 2.03(h)(i)


 


“Midwest
Dollar General Portfolio Mortgage Loan”: The Mortgage Loan secured by the portfolio of Mortgaged Properties identified
on the Mortgage Loan Schedule as Midwest Dollar General Portfolio.


 


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


 


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


 


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


 


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


 


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


 


“Monthly
Payment”: With respect to any Mortgage Loan or Serviced Companion Loan, as applicable (other than any REO Mortgage Loan
or REO Companion Loan), and any Due Date, the scheduled monthly payment of principal (if any) and interest at the related Mortgage
Rate, which is payable by the related Mortgagor on such Due Date under the related Note or Notes,


 






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exclusive
of any Balloon Payment. The Monthly Payment with respect to any Due Date for (i) an REO Mortgage Loan or REO Companion Loan or
(ii) any Mortgage Loan or Serviced Companion Loan that is delinquent at its respective Maturity Date and with respect to which
the Special Servicer has not entered into an extension, shall be the monthly payment that would otherwise have been payable on
such Due Date had the related Note not been discharged or the related Maturity Date had not been reached, as the case may be,
determined as set forth in the preceding sentence and on the assumption that all other amounts, if any, due thereunder are paid
when due. The Monthly Payment for any Serviced Loan Combination is the aggregate Monthly Payment for the related Mortgage Loan
and Serviced Companion Loan(s).


 


“Moody’s”:
Moody’s Investors Service, Inc. or its successors in interest.


 


“Morningstar”:
Morningstar Credit Ratings, LLC or its successors in interest.


 


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


 


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


 


(1)       (A)
the original executed Note for such Mortgage Loan, endorsed on its face or by allonge thereto (without recourse, representation
or warranty, express or implied) to the order of “Wilmington Trust, National Association, as Trustee, on behalf of the registered
Holders of Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9” or in blank,
and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable Mortgage
Loan Seller) (or, alternatively, if the original executed Note has been lost, a lost note affidavit and indemnity with a copy
of such Note), and (B) if such Mortgage Loan is part of a Serviced Loan Combination, a copy of the executed Note for each related
Serviced Companion Loan;


 


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


 


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


 


(4)       an
original executed assignment, in recordable form (except for missing recording information not yet available if the instrument
being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related Assignment
of Leases (if such item is a document separate from the Mortgage), in favor of “Wilmington Trust, National Association,
as Trustee, on behalf of the registered Holders


 






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of
Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9 [and the holder of the related
Serviced Companion Loan, as their interests may appear]” or in blank, or a copy of such assignment if the related Mortgage
Loan Seller or its designee, rather than the Trustee, is responsible for recording such assignment; provided, however, that with
respect to a Servicing Shift Mortgage Loan, each such assignment shall be executed in blank until the earliest of (A) the related
Servicing Shift Date, (B) such Servicing Shift Mortgage Loan becoming a Specially Serviced Mortgage Loan, and (C) 180 days after
the Closing Date;


 


(5)       the
original assignment of all unrecorded documents relating to the Mortgage Loan (or the related Serviced Loan Combination, if applicable),
in favor of “Wilmington Trust, National Association, as Trustee, on behalf of the registered Holders of Benchmark 2019-B9
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9 [and the holder of the related Serviced Companion
Loan, as their interests may appear]”; provided, however, that with respect to a Servicing Shift Mortgage Loan, each such
assignment shall be executed in blank until the earliest of (A) the related Servicing Shift Date, (B) such Servicing Shift Mortgage
Loan becoming a Specially Serviced Mortgage Loan, and (C) 180 days after the Closing Date;


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(14)     an
original assignment of the related security agreement (if such item is a document separate from the Mortgage and if such item
is not included in the assignment described in clause (5)), in favor of “Wilmington Trust, National Association, as Trustee,
on behalf of the registered Holders of Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2019-B9 [and the holder of the related Serviced Companion Loan, as their interests may appear]”; provided, however, that
with respect to a Servicing Shift Mortgage Loan, each such assignment shall be executed in blank until the earliest of (A) the
related Servicing Shift Date, (B) such Servicing Shift Mortgage Loan becoming a Specially Serviced Mortgage Loan, and (C) 180
days after the Closing Date;


 


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


 


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


 


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


 


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


 


(19)     copies
of 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 (the copy of such notice shall be delivered by the related Mortgage Loan Seller to the Custodian for inclusion
in the Mortgage File within the time period set forth in the penultimate paragraph of Section 2.01(b)), with the original of any
replacement comfort letter to be included in the Mortgage File following receipt thereof by the Master Servicer) and/or estoppel
letters relating to such Mortgage Loan or the related Serviced Loan Combination and any related assignment thereof; and


 






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


 


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


 


“Mortgage
Loan”: Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 and from time
to time held in the Trust Fund, the mortgage loans originally so transferred, assigned and held being identified on the Mortgage
Loan Schedule as of the Cut-Off Date. Such term shall include any Specially Serviced Mortgage Loan, REO Mortgage Loan or defeased
Mortgage Loan and each Outside Serviced Mortgage Loan (but not the Companion Loans). For the avoidance of doubt, no Retained Defeasance
Rights and Obligations will be part of a “Mortgage Loan” or an asset of the Trust.


 


“Mortgage
Loan Purchase Agreement”: The CREFI Mortgage Loan Purchase Agreement, the GACC Mortgage Loan Purchase Agreement or the
JPMCB Mortgage Loan Purchase Agreement, as applicable.


 


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


 


(i)       the
Loan Number;


 


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


 


(iii)     the
Cut-Off Date Balance;


 


(iv)     the
original Mortgage Rate;


 


(v)      the
(A) remaining term to maturity/ARD and (B) Maturity Date/ARD;


 


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


 


(vii)    the
Servicing Fee Rate (which may be presented as consisting of the following separate components: “Master Servicing Fee Rate
(%)”, “Primary Servicing Fee Rate (%)”, “Subservicing Fee Rate (%)” and “Outside Servicing
Fee Rate (%)”) (separately identifying any primary servicing fee rate or subservicing fee rate included in the Servicing
Fee Rate, and in the case of a Serviced Loan Combination, separately identifying the Servicing Fee Rate applicable to the related
Serviced Companion Loan in such Serviced Loan Combination, and in the case of an Outside Serviced Mortgage Loan, separately identifying
the primary servicing fee rate payable to the Outside Servicer);


 






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(viii)   the
Mortgage Loan Seller(s);


 


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


 


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


 


(xi)      the
ARD Mortgage Loan final Maturity Date, if applicable;


 


(xii)      the
Revised Rate, if applicable;


 


(xiii)    whether
such Mortgage Loan is part of a Serviced Loan Combination, in which case the information required by clauses (iii), (iv), (v),
(vi) and (vii) above shall also be set forth for the Serviced Companion Loan in the related Serviced Loan Combination; and


 


(xiv)    whether
the related Mortgaged Property is in a flood zone and, if applicable, the flood zone code thereof.


 


“Mortgage
Loan Seller”: Each of CREFI, GACC and JPMCB, and their respective successors in interest.


 


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


 


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


 


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


 


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


 


“Mortgagor”:
The obligor or obligors on a Note evidencing a Mortgage Loan and any related Note(s) in favor of any related Companion Loan Holder(s),
including, without


 






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limitation,
any Person that has acquired the related Mortgaged Property and assumed the obligations of the original obligor under such Note
evidencing a Mortgage Loan and any such Note(s) in favor of any related Companion Loan Holder(s).


 


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


 


“Net
Condemnation Proceeds”: The Condemnation Proceeds received with respect to any Mortgage Loan or Serviced Companion Loan
(including an REO Mortgage Loan or REO Companion Loan) net of the amount of (i) costs and expenses incurred with respect thereto
and (ii) amounts required to be applied to the restoration or repair of the related Mortgaged Property; provided that,
in the case of an Outside Serviced Mortgage Loan, “Net Condemnation Proceeds” under this Agreement shall be limited
to any related Condemnation Proceeds that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan,
pursuant to the allocations set forth in the related Co-Lender Agreement.


 


“Net
Insurance Proceeds”: Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the
related Mortgaged Property or released to the Mortgagor in accordance with the express requirements of the Mortgage or Note or
other Loan Documents included in the Mortgage File or in accordance with the Servicing Standard, or with respect to the environmental
insurance policy, applied to pay any costs, expenses, penalties, fines or similar items; provided that, in the case of
an Outside Serviced Mortgage Loan, “Net Insurance Proceeds” under this Agreement shall be limited to any related Insurance
Proceeds that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations
set forth in the related Co-Lender Agreement.


 


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


 


“Net
Mortgage Rate”: With respect to any Mortgage Loan (including an REO Mortgage Loan), the per annum rate equal
to the related Mortgage Rate minus the related Administrative Cost Rate.


 


“Net
Mortgage Pass-Through Rate”: (a) With respect to any Mortgage Loan (including an REO Mortgage Loan) that accrues interest
on a 30/360 Basis, for any Distribution Date, the Net Mortgage Rate in effect for such Mortgage Loan during the one-month accrual
period applicable to the Due Date for such Mortgage Loan that occurs in the same month as that Distribution Date; and (b) with
respect to any Mortgage Loan (including an REO Mortgage Loan) that accrues interest on an Actual/360 Basis, for any Distribution
Date, the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on a 30/360 Basis in order to
produce the aggregate amount of interest actually accrued (or, in the event of a voluntary or involuntary principal prepayment
affecting same, that otherwise would have accrued) in respect of such Mortgage Loan (adjusted to the related Net Mortgage Rate
and, if applicable, exclusive of any Excess Interest) during the one-month accrual period applicable to the Due Date for such
Mortgage Loan that occurs in the same month as that Distribution Date. However, with respect to each Mortgage Loan that accrues
interest on an Actual/360 Basis, when determining: (i) the related Net Mortgage Pass-Through Rate for the Distribution Date in
January (except during a leap year)


 






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or
February of any year subsequent to 2019 (in any event unless that Distribution Date is the final Distribution Date), the “aggregate
amount of interest actually accrued (or, in the event of a voluntary or involuntary principal prepayment affecting same, that
otherwise would have accrued)”, as referred to in clause (b) of the preceding sentence, shall be deemed to exclude related
Withheld Amounts to be transferred to the Interest Reserve Account in such month; or (ii) the related Net Mortgage Pass-Through
Rate for the Distribution Date in March (or in February if the final Distribution Date occurs in such particular month of February)
in any year beginning in 2019, the “aggregate amount of interest actually accrued (or, in the event of a voluntary or involuntary
principal prepayment affecting same, that otherwise would have accrued)”, as referred to in clause (b) of the preceding
sentence, shall be deemed to include related Withheld Amounts to be deposited in the Lower-Tier REMIC Distribution Account for
distribution on such Distribution Date (or, alternatively, for the Distribution Date in March 2019, the related Initial Interest
Deposit Amount). In addition, the Net Mortgage Pass-Through Rate with respect to any Mortgage Loan for any Distribution Date shall
be determined without regard to: (i) any modification, waiver or amendment of the terms of such Mortgage Loan, whether agreed
to by the Master Servicer, the Special Servicer, an Outside Servicer or an Outside Special Servicer or resulting from a bankruptcy,
insolvency or similar proceeding involving the related borrower; (ii) the occurrence and continuation of a default under such
Mortgage Loan; (iii) the passage of the related maturity date or, in the case of an ARD Mortgage Loan, the related Anticipated
Repayment Date; and (iv) the related Mortgaged Property becoming an REO Property.


 


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


 


“Net
REO Proceeds”: With respect to each REO Property and any related REO Mortgage Loan or REO Companion Loan, REO Proceeds
received by the Trust Fund with respect to such REO Property, REO Mortgage Loan or REO Companion Loan (other than the proceeds
of a liquidation thereof), net of any insurance premiums, taxes, assessments, ground rents and other costs and expenses permitted
to be paid therefrom pursuant to Section 3.16(b) of this Agreement; provided that, in the case of an REO Property
that relates to an Outside Serviced Mortgage Loan, “Net REO Proceeds” under this Agreement shall be limited to any
REO Proceeds that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations
set forth in the related Co-Lender Agreement.


 


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


 


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Property Advance. Workout-Delayed Reimbursement Amounts
shall constitute a Nonrecoverable Advance only when the Person making such determination in accordance with the procedures specified
in Sections 3.20 and 4.06, the definition of Nonrecoverable P&I Advance or the definition of Nonrecoverable
Property Advance, as applicable, and taking into account factors such as all other outstanding Advances, either (a) has determined
that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from late


 






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collections
or any other recovery on or in respect of the related Mortgage Loan or Serviced Loan Combination or REO Property, as applicable,
or (b) has determined that such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts
(that have not been reimbursed to the party that made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately
recoverable from the principal portion of future general collections on the Mortgage Loans and REO Properties.


 


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


 


“Nonrecoverable
Property Advance”: Any Property Advance (including any Emergency Advance) previously made or proposed to be made in
respect of a Serviced Mortgage Loan, Serviced Loan Combination or REO Property by the Master Servicer, the Special Servicer or
the Trustee, which Property Advance the advancing party (or, in the case of an Emergency Advance made by the Special Servicer
pursuant to the proviso to the penultimate sentence of Section 3.20(e), the reimbursing party) or, if different, the Special
Servicer has determined pursuant to and in accordance with Section 3.20 of this Agreement, would not or will not, as applicable,
be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or any other recovery
on or in respect of such Serviced Mortgage Loan, Serviced Loan Combination or REO Property, as the case may be. Any Property Advance
(including any Emergency Advance) that is not required to be repaid by the related Mortgagor under the terms of the related Loan
Documents shall be deemed to be a Nonrecoverable Advance for purposes of the Master Servicer’s, the Special Servicer’s
or the Trustee’s entitlement to reimbursement for such Advance. In the case of an Outside Serviced Mortgage Loan or any
related REO Property, the term “Nonrecoverable Property Advance” shall have the meaning assigned thereto in the Outside
Servicing Agreement.


 


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


 


“Non-Reduced
Certificates”: As of any date of determination, any Class of 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) the aggregate
payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of such Class of Certificates
as of such date of determination, (y) any Appraisal Reduction Amounts allocated to such Class of Certificates as of such date
of determination and (z) any Realized Losses or VRR Realized Losses, as applicable, previously allocated to such Class of Certificates
as of such date of determination, is equal to or greater than (b) 25% of the remainder of (i) the initial Certificate Balance
of such Class of Certificates less (ii) any payments of principal (whether as principal prepayments or otherwise) previously distributed
to the Holders of that Class of Certificates as of such date of determination.


 






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“Non-Vertically
Retained Certificates”: All Certificates other than the Class VRR Certificates.


 


“Non-Vertically
Retained Percentage”: An amount expressed as a percentage equal to 100% less the Vertically Retained Percentage. For
the avoidance of doubt, at all times, the sum of the Vertically Retained Percentage and the Non-Vertically Retained Percentage
shall equal 100%.


 


“Non-Vertically
Retained Principal Balance Certificates”: All Non-Vertically Retained Certificates that are also Principal Balance Certificates.


 


“Non-Vertically
Retained Regular Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class
X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class
H and Class J Certificates, collectively.


 


“Non-Vertically
Retained Yield Maintenance Charge”: As defined in Section 4.01(d)(ii).


 


“Non-Specially
Serviced Loan”: A Mortgage Loan that is not, and is not part of, a Specially Serviced Loan.


 


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


 


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


 


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


 


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


 


“Notifying
Party”: As defined in Section 3.01(i).


 


“Notional
Amount”: For any date of determination, (a) with respect to the Class X-A Certificates, the Class X-A Notional Amount,
(b) with respect to the Class X-B Certificates, the Class X-B Notional Amount, (c) with respect to the Class X-D Certificates,
the Class X-D Notional Amount, (d) with respect to the Class X-F Certificates, the Class X-F Notional Amount, (e) with respect
to the Class X-G Certificates, the Class X-G Notional Amount, (f) with respect to the Class X-H Certificates, the Class X-H Notional
Amount and (g) with respect to the Class X-J Certificates, the Class X-J Notional Amount.


 






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


 


“NRSRO
Certification”: A certification executed by an NRSRO (other than a Rating Agency) in favor of the Rule 17g-5 Information
Provider substantially in the form attached as Exhibit M-5 hereto that states that such NRSRO has provided the Depositor
with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 under the Exchange Act and that such NRSRO will keep
any information obtained from the Rule 17g-5 Information Provider’s Website 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 Rule 17g-5 Information Provider’s Website.


 


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


 


“Offering
Circular”: The offering circular dated February 1, 2019 relating to the Private Certificates (other than the Class VRR
and Class S Certificates).


 


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


 


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


 


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


 


“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consultation rights equal
to $10,000 or such lesser amount as the related Mortgagor pays with respect to any Serviced Mortgage Loan (or Serviced Loan Combination,
if applicable), payable pursuant to Section 3.06(a) and Section 3.06A(a) of this Agreement; provided, that
the Operating Advisor Consulting Fee shall be payable only to the extent such fee is actually received from the related Mortgagor
as a separately identifiable fee; provided, further that the Operating Advisor may in its sole discretion reduce
the Operating Advisor Consulting Fee with respect to any Major Decision; and 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 (provided that
the Master Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor on a non-binding basis prior
to any such waiver or reduction).


 


“Operating
Advisor Fee”: With respect to each Mortgage Loan or any successor REO Mortgage Loan and any Distribution Date, an amount
accrued during the related Interest Accrual Period at the applicable Operating Advisor Fee Rate on, in the case of the initial
Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any


 






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subsequent
Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in
the related Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest
accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall
be prorated for partial periods. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the
Operating Advisor under this Agreement. For the avoidance of doubt, the Operating Advisor Fee shall be payable from the Lower-Tier
REMIC.


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period, a rate equal to (i) 0.00174% per annum with
respect to each Mortgage Loan (other than the Mortgage Loans identified in clauses (ii) through (iv) of this definition), (ii)
0.00231% per annum with respect to the Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan
Schedule as 3 Park Avenue, (iii) 0.00327% per annum with respect to the Mortgage Loan secured by the portfolio of Mortgaged
Properties identified on the Mortgage Loan Schedule as Fairbridge Office Portfolio, and (iv) 0.00374% per annum with respect
to with respect to the Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as AC Marriott
Downtown Tucson.


 


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


 


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


 


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


 


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


 


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


 


“Other
Asset Representations Reviewer”: Any party acting as “asset representations reviewer” (within the meaning
of Item 1101(m) of Regulation AB) under an Other Pooling and Servicing Agreement.


 


“Other
Crossed Loans”: As defined in Section 2.03(a) of this Agreement.


 






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“Other
Depositor”: With respect to a Serviced Companion Loan or a Serviced Loan Combination, the “depositor” (within
the meaning of Item 1101(e) of Regulation AB) of the related Other Securitization Trust.


 


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


 


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


 


“Other
Operating Advisor”: The applicable other “operating advisor” under an Other Pooling and Servicing Agreement
relating to a Serviced Companion Loan.


 


“Other
Operating Advisor Consultation Trigger Event”: With respect to any Regulation RR Other PSA, an “Operating Advisor
Consultation Trigger Event” (or analogous concept) under such related Regulation RR Other PSA.


 


“Other
PSA Asset Review”: With respect to any Serviced Companion Loan, any review of representations and warranties with respect
to such Serviced Companion Loan conducted by the related Other Asset Representations Reviewer.


 


“Other
Pooling and Servicing Agreement”: With respect to a Serviced Companion Loan or the related Serviced Loan Combination,
the pooling and servicing agreement or other comparable agreement governing the creation of the related Other Securitization Trust
and the issuance of securities backed by the assets of such Other Securitization Trust, but not the servicing of such Serviced
Companion Loan or Serviced Loan Combination or the related Mortgage Loan.


 


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


 


“Other
Servicer”: The applicable other “master servicer” under an Other Pooling and Servicing Agreement relating
to a Serviced Companion Loan.


 


“Other
Special Servicer”: The applicable other “special servicer” under an Other Pooling and Servicing Agreement
relating to a Serviced Companion Loan.


 


“Other
Trustee”: The applicable other “trustee” or, if applicable, the other “certificate administrator”
or, if applicable, the other “custodian” under an Other Pooling and Servicing Agreement relating to a Serviced Companion
Loan.


 






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“Outside
Certificate Administrator”: With respect to an Outside Serviced Mortgage Loan, the certificate administrator under the
applicable Outside Servicing Agreement.


 


“Outside
Controlling Note Holder”: With respect to any Loan Combination that is, and only for so long as such Loan Combination
is, a Serviced Outside Controlled Loan Combination, at any time the holder of the related controlling note (regardless of whether
such note evidences a Pari Passu Companion Loan or a Subordinate Companion Loan) or such holder’s designated representative;
provided that if, with respect to any Serviced Outside Controlled Loan Combination, the related controlling note is included
in a securitization trust, the Outside Controlling Note Holder shall be the party designated under the pooling and servicing agreement,
trust and servicing agreement or comparable agreement governing the securitization of the related controlling note as authorized
to exercise the rights of the holder of the related controlling note; and provided, further, that the right of any such designated
party to exercise some or all of such rights may terminate or shift to another designated party upon the occurrence of certain
trigger events if and to the extent set forth in the pooling and servicing agreement, trust and servicing agreement or comparable
agreement governing the securitization of the related controlling note. With respect to each Servicing Shift Loan Combination,
the holder of the related controlling note (regardless of whether such note evidences a Pari Passu Companion Loan or a Subordinate
Companion Loan) will (i) be an Outside Controlling Note Holder prior to the related Servicing Shift Date and (ii) cease to be
an Outside Controlling Note Holder on and after the related Servicing Shift Date. With respect to each Serviced AB Loan Combination,
the holder of a related Subordinate Companion Loan will be an Outside Controlling Note Holder for so long as such Subordinate
Companion Loan (or, in the case of a Serviced AB Loan Combination with multiple Subordinate Companion Loans, at least one such
Subordinate Companion Loan) is not the subject of a “control appraisal period” (or analogous concept) and not held
by a “borrower-related party” (or analogous concept), in any event under the related Co-Lender Agreement.


 


“Outside
Custodian”: With respect to an Outside Serviced Mortgage Loan, the custodian under the applicable Outside Servicing
Agreement.


 


“Outside
Depositor”: With respect to an Outside Serviced Mortgage Loan, the depositor under the applicable Outside Servicing
Agreement.


 


“Outside
Operating Advisor”: With respect to an Outside Serviced Mortgage Loan, the operating advisor under the applicable Outside
Servicing Agreement.


 


“Outside
Paying Agent”: With respect to an Outside Serviced Mortgage Loan, the paying agent under the applicable Outside Servicing
Agreement.


 


“Outside
Securitization Trust”: With respect to any Outside Serviced Mortgage Loan, the “issuing entity” (within
the meaning of Item 1101(f) of Regulation AB) that holds a related Outside Serviced Companion Loan (or any portion thereof or
interest therein) and is created under the related Outside Servicing Agreement.


 


“Outside
Service Providers”: With respect to any Outside Serviced Mortgage Loan, the related Outside Trustee, Outside Custodian,
Outside Certificate Administrator, Outside Paying Agent, Outside Servicer, Outside Special Servicer and any sub-servicer of any
of the foregoing.


 






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“Outside
Serviced Co-Lender Agreement”: The Co-Lender Agreement for an Outside Serviced Loan Combination. With respect to each
Servicing Shift Mortgage Loan and the related Servicing Shift Loan Combination, the related Co-Lender Agreement shall be an Outside
Serviced Co-Lender Agreement on and after the related Servicing Shift Date.


 


“Outside
Serviced Companion Loan”: Any Companion Loan that is part of an Outside Serviced Loan Combination. With respect to each
Servicing Shift Mortgage Loan and the related Servicing Shift Loan Combination, each related Companion Loan shall be an Outside
Serviced Companion Loan on and after the related Servicing Shift Date.


 


“Outside
Serviced Loan Combination”: Any Loan Combination that is not serviced under this Agreement, but instead is being serviced
pursuant to the pooling and servicing agreement, trust and servicing agreement or other comparable agreement governing the securitization
of a related Companion Loan (whether by itself or with other mortgage assets), or pursuant to any successor servicing agreement
contemplated by the related Co-Lender Agreement. The only Outside Serviced Loan Combinations related to the Trust as of Closing
Date are the Loan Combinations as to which “Outside Serviced” is set forth in the Loan Combination Table under the
column heading “Servicing Type.” Each Servicing Shift Loan Combination shall be an Outside Serviced Loan Combination
on and after the related Servicing Shift Date.


 


“Outside
Serviced Loan Combination Noteholders”: With respect to an Outside Serviced Loan Combination, the holder of the related
Outside Serviced Mortgage Loan and the holder(s) of the related Outside Serviced Companion Loan(s), collectively.


 


“Outside
Serviced Mortgage Loan”: Any Mortgage Loan that is part of an Outside Serviced Loan Combination. Each Servicing Shift
Mortgage Loan shall be an Outside Serviced Mortgage Loan on and after the related Servicing Shift Date.


 


“Outside
Servicer”: With respect to an Outside Serviced Mortgage Loan, the master servicer under the applicable Outside Servicing
Agreement.


 


“Outside
Servicing Agreement”: With respect to an Outside Serviced Mortgage Loan or the related Outside Serviced Loan Combination,
the pooling and servicing agreement, trust and servicing agreement or other comparable agreement governing the creation of an
Outside Securitization Trust that includes a related Outside Serviced Companion Loan, the issuance of securities backed by the
assets of such Outside Securitization Trust and the servicing of such Outside Serviced Mortgage Loan, such Outside Serviced Loan
Combination and the related Outside Serviced Companion Loan(s), or any successor servicing agreement with respect to such Outside
Serviced Mortgage Loan, such Outside Serviced Loan Combination and the related Outside Serviced Companion Loan(s) contemplated
by the related Co-Lender Agreement. The only Outside Servicing Agreements related to the Trust as of the Closing Date are identified
in the Loan Combination Table under the column heading “Outside Servicing Agreement.” With respect to each Servicing
Shift Mortgage Loan and the related Servicing Shift Loan Combination, on or after the related Servicing Shift Date, the related
Servicing Shift Mortgage Loan Pooling and Servicing Agreement shall be an Outside Servicing Agreement.


 


“Outside
Special Servicer”: With respect to an Outside Serviced Mortgage Loan, the special servicer under the applicable Outside
Servicing Agreement.


 






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“Outside
Trustee”: With respect to an Outside Serviced Mortgage Loan, the trustee under the applicable Outside Servicing Agreement.


 


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


 


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


 


“Pari
Passu Companion Loan”: A Companion Loan that, pursuant to the related Loan Documents and/or the related Co-Lender Agreement,
is pari passu in right of payment to the related Split Mortgage Loan. The only Pari Passu Companion Loans related to the Trust
as of the Closing Date are evidenced by the Notes identified in the Loan Combination Table under the column heading “Pari
Passu Companion Loan(s),” each of which Notes evidences a separate Pari Passu Companion Loan.


 


“Pari
Passu Indemnified Items”: As defined in Section 3.01(j)(ii) of this Agreement.


 


“Pari
Passu Indemnified Party”: As defined in Section 3.01(j)(ii) of this Agreement.


 


“Pari
Passu Loan Combination”: A Loan Combination that includes a Pari Passu Companion Loan. The only Pari Passu Loan Combinations
related to the Trust are those with related Notes listed in the Loan Combination Table under the column heading “Pari Passu
Companion Loan(s).”


 


“Pass-Through
Rate”: Each of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the
Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-AB Pass-Through Rate, the Class X-A Pass-Through Rate,
the Class X-B Pass-Through Rate, the Class A-S Pass-Through Rate, the Class B Pass-Through Rate, the Class C Pass-Through Rate,
the Class D Pass-Through Rate, the Class X-D Pass-Through Rate, the Class X-F Pass-Through Rate, the Class X-G Pass-Through Rate,
the Class X-H Pass-Through Rate, the Class X-J Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through Rate,
the Class G Pass-Through Rate, the Class H Pass-Through Rate and the Class J Pass-Through Rate. The Class S Certificates, the
Class R Certificates and, other than for tax reporting purposes, the Class VRR Certificates do not have Pass-Through Rates.


 


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


 


“Penalty
Charges”: With respect to any Serviced Loan (or successor REO Mortgage Loan or successor REO Companion Loan), any amounts
actually collected thereon from the Mortgagor that represent default charges, penalty charges, late fees and/or Default Interest
(in the case of any Split Mortgage Loan or Serviced Companion Loan, to the extent allocable thereto


 






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pursuant
to the related Co-Lender Agreement, and, in the case of a Serviced Companion Loan, to the extent not payable to the Serviced Companion
Loan Holder, and, in the case of an Outside Serviced Mortgage Loan, any such amounts remitted by the related Outside Servicer
to the Master Servicer).


 


“Percentage
Interest”: As to any Certificate, the percentage interest evidenced thereby in distributions required to be made with
respect to the related Class. With respect to any Certificate (other than a Class S or Class R Certificate), the percentage interest
is equal to the initial denomination as of the Closing Date of such Certificate divided by the initial Certificate Balance or
Notional Amount, as applicable, of such Class of Certificates. With respect to any Class S or Class R Certificate, the percentage
interest is set forth on the face thereof.


 


“Performing
Party”: As defined in Section 10.12 of this Agreement.


 


“Performing
Serviced Companion Loan”: A Serviced Companion Loan that is not, and is not part of, a Specially Serviced Loan or REO
Loan.


 


“Performing
Serviced Loan”: A Performing Serviced Mortgage Loan, a Performing Serviced Companion Loan or a Performing Serviced Loan
Combination, as the context may require.


 


“Performing
Serviced Loan Combination”: A Serviced Loan Combination that is not a Specially Serviced Loan or REO Loan.


 


“Performing
Serviced Mortgage Loan”: A Serviced Mortgage Loan that is not, and is not part of, a Specially Serviced Loan or REO
Loan.


 


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


 


(i)       direct
obligations of, or obligations fully guaranteed as to payment of principal and interest by, the U.S. Treasury; Small Business
Administration-guaranteed participation certificates and guaranteed pool certificates; U.S. Department of Housing and Urban Development
public housing agency bonds; Government National Mortgage Association (GNMA) guaranteed mortgage-backed securities or participation
certificates; and Resolution Funding Corp. debt obligations; 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


 






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move
proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;


 


(ii)       Federal
Housing Administration debentures;


 


(iii)       obligations
of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit
System (consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), and the Federal
National Mortgage Association (debt obligations); provided, however, that the investments described in this clause
must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments
have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any)
and must move proportionately with that index, (C) such investments must not be subject to liquidation prior to their maturity,
and (D) in each case, be rated no less than the Applicable S&P Permitted Investment Rating by S&P (or, if not rated by
S&P, otherwise acceptable to S&P as confirmed by receipt of a Rating Agency Confirmation from S&P);


 


(iv)       federal
funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements of any
bank, (A) if it has a term of thirty days or less, (1) the short-term obligations of which are rated at least “F1”
by Fitch or the long-term obligations of which are rated at least “A” by Fitch, (2) if then rated by KBRA, the short-term
obligations of which are rated at least “K3” by KBRA or the long-term obligations of which are rated at least “BBB-”
by KBRA, (3) the short-term obligations or short-term deposit accounts of which are rated at least “R-1 (middle)”
by DBRS or the long-term obligations or long-term deposit accounts of which are rated at least “A” by DBRS and (4)
the short- term obligations of which are rated at least “A-1” by S&P, (B) if it has a term of more than thirty
days and not in excess of three months, (1) 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, (2) if then rated by KBRA, the short-term
obligations of which are rated at least “K3” by KBRA or the long-term obligations of which are rated at least “BBB-”
by KBRA, (3) the short-term obligations or short-term deposit accounts of which are rated at least “R-1 (middle)”
by DBRS or the long-term obligations or long-term deposit accounts of which are rated at least “AA(low)” by DBRS and
(4) the short-term obligations or short-term deposit accounts of which are rated “A-1+” by S&P (or “A-1”
by S&P if the obligations mature within sixty (60) days), or the long-term obligations or deposit accounts of which are rated
at least “AA-” by S&P (with a short-term rating of “A-1” by S&P), (C) if it has a term of more
than three months and not in excess of six months, (1) 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, (2) if then rated by KBRA, the short-term
obligations of which are rated at least “K1” by KBRA or the long-term obligations of which are rated at least “A-”
by KBRA, (3) the short-term obligations of which are rated in the highest short-term rating category by DBRS or the long-term
obligations of which are rated at least “AA” by


 






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DBRS
and (4) the short-term obligations or deposit accounts of which are rated at least “A1+” by S&P or the long-term
obligations or deposit accounts of which are rated at least “AA-” by S&P (with a short-term rating of “A-1”
by S&P) and (D) if it has a term of more than six months, (1) 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, (2) if then rated by KBRA, the short-term
obligations of which are rated at least “K1” by KBRA or the long-term obligations of which are rated at least “A-”
by KBRA, (3) the short-term obligations or short-term deposit accounts of which are rated in the highest short-term rating category
by DBRS or the long-term obligations of which are rated “AAA” by DBRS and (4) the short-term obligations or short-term
deposit accounts of which are rated in the highest short-term rating category by S&P or the long-term obligations or deposit
accounts of which are rated at least “AA-” by S&P (with a short-term rating of “A-1” by S&P) (or,
in the case of any such Rating Agency as set forth in clauses (A) through (D) above, such lower rating as is the subject of a
Rating Agency Confirmation by such Rating Agency); provided, however, that the investments described in this clause
must (x) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (y) 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 (z) such investments must not be subject to liquidation prior to their maturity;


 


(v)       demand
and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings
and loan association or savings bank, (A) if it has a term of thirty days or less, (1) the short-term obligations of which are
rated at least “F1” by Fitch or the long-term obligations of which are rated at least “A” by Fitch, (2)
if then rated by KBRA, the short-term obligations of which are rated at least “K3” by KBRA or the long-term obligations
of which are rated at least “BBB-” by KBRA, (3) the short-term obligations or short-term deposit accounts of which
are rated at least “R-1 (middle)” by DBRS or the long-term obligations or long-term deposit accounts of which are
rated at least “A” by DBRS and (4) the short term obligations of which are rated at least “A-1” by S&P,
(B) if it has a term of more than thirty days and not in excess of three months, (1) 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, (2) if
then rated by KBRA, the short-term obligations of which are rated at least “K3” by KBRA or the long-term obligations
of which are rated at least “BBB-” by KBRA, (3) the short-term obligations or short-term deposit accounts of which
are rated at least “R-1 (middle)” by DBRS or the long-term obligations or long-term deposit accounts of which are
rated at least “AA(low)” by DBRS and (4) the short-term obligations or short-term deposit accounts of which are rated
“A-1+” by S&P (or “A-1” by S&P if the obligations mature within sixty (60) days), or the long-term
obligations or deposit accounts of which are rated at least “AA-” by S&P (with a short-term rating of “A-1”
by S&P), (C) if it has a term of more than three months and not in excess of six months, (1) 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, (2) if then rated by KBRA, the short-term obligations of which are rated at least “K1” by


 






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KBRA
or the long-term obligations of which are rated at least “A-” by KBRA, (3) the short-term obligations of which are
rated in the highest short-term rating category by DBRS or the long-term obligations of which are rated at least “AA”
by DBRS and (4) the short-term obligations of which are rated in the highest short-term rating category by S&P or the long-term
obligations or deposit accounts of which are rated at least “AA-” by S&P (with a short-term rating of “A-1”
by S&P) and (D) if it has a term of more than six months, (1) 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, (2) if then rated by KBRA, the short-term
obligations of which are rated at least “K1” by KBRA or the long-term obligations of which are rated at least “A-”
by KBRA, (3) the short-term obligations or short-term deposit accounts of which are rated in the highest short-term rating category
by DBRS or the long-term obligations of which are rated “AAA” by DBRS and (4) the short-term obligations or short-term
deposit accounts of which are rated in the highest short-term rating category by S&P or the long-term obligations or deposit
accounts of which are rated at least “AA-” by S&P (with a short-term rating of “A-1” by S&P) (or,
in the case of any such Rating Agency as set forth in clauses (A) through (D) above, such lower rating as is the subject of a
Rating Agency Confirmation by such Rating Agency); provided, however, that the investments described in this clause
must (x) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (y) 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 (z) such investments must not be subject to liquidation prior to their maturity;


 


(vi)      debt
obligations, (A) if it has a term of thirty days or less, (1) the short-term obligations of which are rated at least “F1”
by Fitch or the long-term obligations of which are rated at least “A” by Fitch, (2) if then rated by KBRA, the short-term
obligations of which are rated at least “K3” by KBRA or the long-term obligations of which are rated at least “BBB-”
by KBRA, (3) the short-term obligations of which are rated at least “R-1 (middle)” by DBRS or the long-term obligations
of which are rated at least “A” by DBRS and (4) the short term obligations of which are rated at least “A-1”
by S&P, (B) if it has a term of more than thirty days and not in excess of three months, (1) 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, (2) if then rated by KBRA, the short-term obligations of which are rated at least “K3” by KBRA or the long-term
obligations of which are rated at least “BBB-” by KBRA, (3) the short-term obligations of which are rated at least
“R-1 (middle)” by DBRS or the long-term obligations of which are rated at least “AA(low)” by DBRS and
(4) the short term obligations of which are rated “A-1+” by S&P (or “A-1” by S&P if the obligations
mature within sixty (60) days), or the long-term obligations of which are rated at least “AA-” by S&P (with a
short-term rating of “A-1” by S&P), (C) if it has a term of more than three months and not in excess of six months,
(1) 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, (2) if then rated by KBRA, the short-term obligations of which are rated at least “K1”
by KBRA or the long-term obligations of which are rated at least “A-


 






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”
by KBRA, (3) the short-term obligations of which are rated in the highest short-term rating category by DBRS or the long-term
obligations of which are rated at least “AA” by DBRS and (4) the short-term obligations of which are rated in the
highest short-term rating category by S&P or the long-term obligations of which are rated at least “AA-” by S&P
(with a short-term rating of “A-1” by S&P) and (D) if it has a term of more than six months, (1) 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, (2) if then rated by KBRA, the short-term obligations of which are rated at least “K1” by KBRA or the long-term
obligations of which are rated at least “A-” by KBRA, (3) the short-term obligations of which are rated in the highest
short-term rating category by DBRS or the long-term obligations of which are rated “AAA” by DBRS and (4) the short-term
obligations of which are rated in the highest short-term rating category by S&P or the long-term obligations of which are
rated at least “AA-” by S&P (with a short-term rating of “A-1” by S&P) (or, in the case of any
such Rating Agency as set forth in clauses (A) through (D) above, such lower rating as is the subject of a Rating Agency Confirmation
by such Rating Agency); provided, however, that the investments described in this clause must (x) have a predetermined
fixed dollar amount of principal due at maturity that cannot vary or change, (y) 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 (z) such investments must not be subject to liquidation prior to their maturity;


 


(vii)     commercial
paper (including both non-interest bearing discount obligations and interest bearing obligations) of any corporation or other
entity organized under the laws of the United States or any state thereof payable on demand or on a specified date maturing in
one (1) year or less from the date of acquisition thereof, (A) if it has a term of 30 days or less, (1) the short-term obligations
of which are rated at least “F1” by Fitch or the long-term obligations of which are rated at least “A”
by Fitch, (2) if then rated by KBRA, the short-term obligations of which are rated at least “K3” by KBRA or the long-term
obligations of which are rated at least “BBB-” by KBRA, (3) the short-term obligations which are rated at least “R-1
(middle)” by DBRS or the long-term obligations of which are rated at least “A” by DBRS (if then rated by DBRS
and, if not so rated, an equivalent rating (or higher) by two other NRSROs (which may be S&P and/or Fitch)) and (4) the short-term
obligations of which corporation are rated at least “A-1” by S&P, (B) if it has a term of more than 30 days and
not in excess of three months, (1) 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 “AA-” by Fitch, (2) if then rated by KBRA, the short-term obligations
of which are rated at least “K3” by KBRA or the long-term obligations of which are rated at least “BBB-”
by KBRA, (3) the short-term obligations which are rated at least “R-1 (middle)” by DBRS or the long-term obligations
of which are rated at least “AA(low)” by DBRS (if then rated by DBRS and, if not so rated, an equivalent rating (or
higher) by two other NRSROs (which may be S&P and/or Fitch)) and (4) the short-term obligations of which are rated at least
“A-1+” by S&P (or “A-1” by S&P if the obligations mature within sixty (60) days), or the long-term
obligations of which


 






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are
rated at least “AA-” by S&P (with a short-term rating of “A-1” by S&P), (C) if it has a term of
more than three months and not in excess of six months, (1) the short-term debt obligations of which are rated at least “F1+”
by Fitch or the long-term debt obligations of which are rated at least “AA-” by Fitch, (2) if then rated by KBRA,
the short-term obligations of which are rated at least “K1” by KBRA or the long-term obligations of which are rated
at least “A-” by KBRA, (3) the short-term obligations of which are rated in the highest short-term rating category
by DBRS or the long-term obligations of which are rated at least “AA” by DBRS (if then rated by DBRS and, if not so
rated, an equivalent rating (or higher) by two other NRSROs (which may be S&P and/or Fitch)) and (4) the short-term obligations
of which are rated at least “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) and (D) if it has a term of more than six months, (1) the short-term
debt obligations of which are rated at least “F1+” by Fitch or the long-term debt obligations of which are rated at
least “AA-” by Fitch, (2) if then rated by KBRA, the short-term obligations of which are rated at least “K1”
by KBRA or the long-term obligations of which are rated at least “A-” by KBRA, (3) the short-term obligations of which
are rated in the highest short-term rating category by DBRS or the long-term obligations of which are rated “AAA”
by DBRS (if then rated by DBRS and, if not so rated, an equivalent rating (or higher) by two other NRSROs (which may be S&P
and/or Fitch) and (4) the short-term debt obligations of which are rated at least “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) (or, in the case of any such
Rating Agency as set forth in clauses (A) through (D) above, such lower rating as is the subject of a Rating Agency Confirmation
by such Rating Agency); provided, however, that the investments described in this clause must (x) have a predetermined
fixed dollar of principal due at maturity that cannot vary or change, (y) 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 (z) such investments must not be subject to liquidation prior to their maturity;


 


(viii)    units
of money market mutual funds, which funds are regulated investment companies and seek to maintain a constant net asset value per
share, so long as such funds are rated by DBRS and Fitch in its highest money market fund ratings category and are rated “AAAm”
by S&P (or, if not rated by any such Rating Agency, otherwise acceptable to such Rating Agency and KBRA, as confirmed in a
Rating Agency Confirmation);


 


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


 


(x)       such
other demand, money market or time deposit, demand obligation or any other obligation, security or investment that, but for the
failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) –
(ix) above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum


 






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ratings
set forth in the applicable clause is not satisfied with respect to such demand, money market or time deposit, demand obligation
or any other obligation, security or investment;


 


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


 


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


 


“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 review 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 Serviced Loan or
REO Property, in each case, in accordance with Article III of this Agreement.


 


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


 






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


 


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


 


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


 


“Preliminary
Dispute Resolution Election Notice”: As defined in Section 2.03(g) of this Agreement.


 


“Preliminary
Prospectus”: The prospectus dated January 29, 2019, relating to the Public Certificates.


 


“Prepayment
Assumption”: The assumption that there will be zero prepayments with respect to the Mortgage Loans; provided,
that it is assumed that any ARD Mortgage Loan is prepaid in full on its Anticipated Repayment Date.


 


“Prepayment
Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Loan Combination 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 Loan Combination after the related Due Date in such Collection Period, the amount of interest
(net of the related Servicing Fee and any related Excess Interest and Default Interest) that accrued on the amount of such Principal
Prepayment during the period commencing from such Due Date to, but not including, the date as of which such Principal Prepayment
was applied to the unpaid principal balance of the Mortgage Loan or Serviced Loan Combination (or any later date through which
interest accrues), to the extent collected from the related Mortgagor (without regard to any related Yield Maintenance Charge
actually collected) and, in the case of an Outside Serviced Mortgage Loan, remitted to the Trust Fund.


 


“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Loan Combination 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 Loan Combination (with such prepayment allocated between the related Mortgage Loan and
Serviced Companion Loan in accordance with the related Co-Lender Agreement) prior to the related Due Date in such Collection Period,
the amount of interest (net of the related Servicing Fee and any related Excess Interest and Default Interest) to the extent not
collected from the related Mortgagor (without regard to any Yield Maintenance Charge that may be collected), that would have accrued
on the amount of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was
applied to the unpaid principal balance of such Mortgage Loan or Serviced Loan Combination through the end of the one-month accrual
period applicable to such Due Date, inclusive.


 


“Primary
Collateral”: With respect to any Cross-Collateralized Mortgage Loan, any Mortgaged Property (or portion thereof) designated
as directly securing such Cross-Collateralized Mortgage Loan and excluding any Mortgaged Property (or portion thereof) as to which
the related lien may only be foreclosed upon by exercise of the cross-collateralization provisions of such Cross-Collateralized
Mortgage Loan.


 






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


 


“Principal
Balance Certificates”: The Certificates (other than the Class X, Class S and Class R Certificates), collectively.


 


“Principal
Distribution Amount”: With respect to any Distribution Date and the Non-Vertically Retained Principal Balance Certificates,
the sum of (i) the Non-Vertically Retained Percentage of the Aggregate Principal Distribution Amount for such Distribution Date
and (ii) the Principal Shortfall, if any, for such Distribution Date.


 


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


 


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


 


“Private
Certificates”: The Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class
G, Class H, Class J, Class VRR, Class S and Class R Certificates, collectively.


 


“Privileged
Information”: Any (i) correspondence or other communications between the related Directing Holder or a Risk Retention
Consultation Party (and, in the case of any Serviced Loan Combination, the related Serviced Companion Loan Holder (or its Companion
Loan Holder Representative)), on the one hand, and the Special Servicer, on the other hand, related to any Specially Serviced
Loan or the exercise of the consent or consultation rights of such Directing Holder under this Agreement, the consultation rights
of such Risk Retention Consultation Party under this Agreement and/or the consent or consultation rights of any related Serviced
Companion Loan Holder (or its Companion Loan Holder Representative) under the related Co-Lender Agreement, (ii) strategically
sensitive information that the Special Servicer has reasonably determined (and has identified as privileged or confidential information)
could compromise the Trust Fund’s position in any ongoing or future negotiations with the related Mortgagor or other interested
party, and (iii) any information subject to attorney-client privilege (that has been identified or otherwise communicated as being
subject to such privilege).


 






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“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted
from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for
the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other
governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to
a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, any affected Serviced Companion Loan Holder, the Trustee and the Asset Representations
Reviewer, as evidenced by an Officer’s Certificate (which shall include a certification that it is based on the advice of
counsel) delivered to each of the Master Servicer, the Special Servicer, the applicable Directing Holder, the Risk Retention Consultation
Parties (other than with respect to any related Excluded RRCP Mortgage Loan), the Operating Advisor, the Certificate Administrator,
the Trustee and the Asset Representations Reviewer) required by law, rule, regulation, order, judgment or decree to disclose such
information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer, the Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, any Additional
Servicer designated by the Master Servicer or the Special Servicer, the Directing Holder (but, in the case of the Controlling
Class Representative, only for so long as a Consultation Termination Event does not exist), the Operating Advisor, any Affiliate
of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any affiliate of the Asset Representations
Reviewer designated by the Asset Representations Reviewer, any Companion Loan Holder that delivers an Investor Certification (subject
to the next sentence and the proviso to this sentence), any other Person (including any Risk Retention Consultation Party) who
provides the Certificate Administrator with an Investor Certification (subject to the next sentence and the proviso to this sentence),
any Rating Agency, and any other NRSRO that delivers a NRSRO Certification to the Certificate Administrator; provided that
in no event shall an Excluded Controlling Class Holder be entitled to Excluded Information with respect to an Excluded Controlling
Class Mortgage Loan with respect to which it is a Borrower Party (but this exclusion shall not apply to any other Mortgage Loan).
In no event shall a Borrower Party (other than a Risk Retention Consultation Party if it is a Borrower Party) be considered a
Privileged Person; provided that the foregoing shall not be applicable to, nor limit, an Excluded Controlling Class Holder’s
right to access information with respect to any Mortgage Loan other than Excluded Information with respect to a related Excluded
Controlling Class Mortgage Loan. For the avoidance of doubt, the Controlling Class Representative, each Controlling Class Certificateholder
and the Special Servicer shall, at any given time, be considered a Privileged Person with respect to any Mortgage Loans or Serviced
Loan Combinations for which it is not then a Borrower Party, and the limitations on access to information set forth in this Agreement
will apply only with respect to the related Mortgage Loan for which the applicable party is a Borrower Party and only with respect
to the related Excluded Information (in the case of the Controlling Class Representative or a Controlling Class Certificateholder)
or the related Excluded Special Servicer Information (in the case of the Special Servicer).


 


“Property
Advance”: As to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other than an REO Property related
to an Outside Serviced


 



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 Mortgage Loan), any advance made by the Master Servicer or the Trustee in respect of Property Protection
Expenses, together with all other customary, reasonable and necessary “out-of-pocket” costs and expenses (including
attorneys’ fees and fees and expenses of real estate brokers) incurred by the Master Servicer, the Special Servicer or the
Trustee in connection with the servicing and administration of a Serviced Mortgage Loan or Serviced Loan Combination, if a default
is imminent thereunder or a default, delinquency or other unanticipated event has occurred with respect thereto, or in connection
with the administration of any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), including,
but not limited to, the cost of (a) compliance with the obligations of the Master Servicer, the Special Servicer or the Trustee,
if any, set forth in Sections 2.03, 3.04 and 3.07 of this Agreement, (b) the preservation, insurance, restoration,
protection and management of a related Mortgaged Property, (c) obtaining any Insurance Proceeds, Condemnation Proceeds or Liquidation
Proceeds, (d) any enforcement or judicial proceedings with respect to a related Mortgaged Property, including foreclosures, (e)
any Appraisal or any other appraisal or update thereof expressly permitted or required to be obtained hereunder and (f) the operation,
management, maintenance and liquidation of any such REO Property; provided that, notwithstanding anything to the contrary,
“Property Advances” shall not include allocable overhead of the Master Servicer, the Special Servicer or the Trustee,
such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar
internal costs and expenses, or costs and expenses incurred by any such party in connection with its purchase of any Mortgage
Loan or REO Property pursuant to any provision of this Agreement or an intercreditor agreement; and provided, further,
that, no Property Advances shall be made with regard to a Subordinate Companion Loan if the related Mortgage Loan is no longer
held by the Trust. Each reference to the payment or reimbursement of a Property Advance shall be deemed to include, whether or
not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate from and including the date of
the making of such Advance to but excluding the date of payment or reimbursement. If and when used with respect to an Outside
Serviced Mortgage Loan or any related REO Property, the term “Property Advance” shall have the meaning assigned thereto
or to the term “Servicing Advance” in the applicable Outside Servicing Agreement.


 


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


 


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


 


“Prospectus”:
The prospectus dated February 1, 2019, relating to the Public Certificates.


 


“PSA
Party Repurchase Request”: As defined in Section 2.03 of this Agreement.


 


“PSM
Building Mortgage Loan”: The Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule
as PSM Building.


 


“PTCE”:
Prohibited Transaction Class Exemption.


 






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“Public
Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B
and Class C Certificates.


 


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


 


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


 


“Purchase
Price”: With respect to any Mortgage Loan (or REO Property), a price equal to the sum of the following (without duplication):
(a) the outstanding principal balance of such Mortgage Loan (or the related REO Mortgage Loan) as of the time of purchase less
any portion of any Loss of Value Payment then on deposit in the Loss of Value Reserve Fund allocable to pay principal of such
Mortgage Loan (or REO Property); plus (b) all accrued and unpaid interest on the principal balance of such Mortgage Loan (or the
related REO Mortgage Loan), other than Default Interest or Excess Interest, at the related Mortgage Rate in effect from time to
time through the Due Date in the Collection Period of purchase; plus (c) all related unreimbursed Property Advances (including
any Property Advances and Advance Interest Amounts with respect thereto that were reimbursed out of general collections on the
Mortgage Loans) (or, in the case of an Outside Serviced Mortgage Loan, the pro rata portion of any similar amounts allocable
to such Mortgage Loan and payable with respect thereto pursuant to the related Co-Lender Agreement); plus (d) all accrued and
unpaid Advance Interest Amounts in respect of related Advances (or, in the case of an Outside Serviced Mortgage Loan, all such
amounts with respect to P&I Advances related to such Outside Serviced Mortgage Loan and, with respect to outstanding Property
Advances, the pro rata portion of any similar interest amounts payable with respect thereto pursuant to the related Co-Lender
Agreement); plus (e) to the extent not otherwise covered by clause (d) above, any Special Servicing Fees and any other
Additional Trust Fund Expenses outstanding or previously incurred in respect of the related Mortgage Loan; plus (f) if such Mortgage
Loan is being repurchased or substituted for by a Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase
Agreement, all expenses incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator and the Trustee in respect of the Material Defect giving rise to the repurchase or substitution obligation (to the
extent not otherwise included in the amounts described in clause (e) above); provided, however, that such
expenses shall not include expenses incurred by Certificateholders or Certificate Owners in instituting an Asset Review Vote Election,
in taking part in an Asset Review vote or in exercising such Certificateholder’s or Certificate Owner’s, as applicable,
rights under the dispute resolution mechanics pursuant to Section 2.03(g) hereof; plus (g) to the extent not otherwise
included in the amount described in clause (e) above, any Liquidation Fee if and to the extent payable in accordance with
the terms and conditions of this Agreement; plus (h) any related Asset Representations Reviewer Asset Review Fee to the extent
not previously paid by the related Mortgage Loan Seller. With respect to any REO Property that relates to a Serviced Loan Combination,
the Purchase Price for the Trust Fund’s interest in such REO Property shall be the amount calculated in accordance with
the first sentence of this definition in respect of the related REO Mortgage Loan and, solely for purposes of calculating fair
prices under the final sentence of Section 3.17(k) of this Agreement, such amount shall be calculated as if the REO Mortgage
Loan consisted of the REO Mortgage Loan and the related REO Companion Loan(s), if applicable.


 


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


 






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


 


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


 


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


 


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


 



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 at least equal to the greater of (a) the debt
service coverage ratio of the deleted Mortgage Loan as of the Closing Date and (b) 1.25x; (x) constitute a “qualified replacement
mortgage” within the meaning of Code Section 860G(a)(4) as evidenced by an Opinion of Counsel (provided at the applicable
Mortgage Loan Seller’s expense); (xi) not have a maturity date or an amortization schedule that extends to a date that is
after the date that is five years prior to the Rated Final Distribution Date; (xii) have prepayment restrictions comparable to
those of the deleted Mortgage Loan; (xiii) not be substituted for a deleted Mortgage Loan unless the Trustee and the Certificate
Administrator have received a prior Rating Agency Confirmation (the cost, if any, of obtaining such Rating Agency Confirmation
to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved, so long as a Consultation Termination Event has
not occurred and is not continuing, by the Controlling Class Representative; (xv) prohibit defeasance within two years of the
Closing Date; (xvi) not be substituted for a deleted Mortgage Loan if it would result in the termination of the REMIC status of
a Trust REMIC or the imposition of tax on a Trust REMIC other than a tax on income expressly permitted or contemplated to be imposed
by the terms of this Agreement, as determined by an Opinion of Counsel; (xvii) have an engineering report with respect to the
related Mortgaged Property that will be delivered as a part of the related Servicing File; (xviii) be current in the payment of
all scheduled payments of principal and interest then due; and (xix) not be an ARD Mortgage Loan unless the Mortgage Loan for
which it is being substituted is an ARD Mortgage Loan. In the event that more than one mortgage loan is substituted for a deleted
Mortgage Loan or Mortgage Loans, then (x) the amounts described in clause (i) above shall be determined on the basis of aggregate
principal balances and (y) each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements
specified in clauses (ii) through (xviii) above, except 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 that no individual
Mortgage Rate (net of the Administrative Cost Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on,
or subject to a cap equal to, the WAC Rate) of any Class of Non-Vertically Retained Principal Balance Certificates having a Certificate
Balance then outstanding. When a Qualified Substitute Mortgage Loan is substituted for a deleted Mortgage Loan, the applicable
Mortgage Loan Seller shall certify that the replacement Mortgage Loan(s) meet(s) all of the requirements of the above definition
and shall send such certification to the Certificate Administrator and the Trustee and, prior to the occurrence and continuance
of a Consultation Termination Event, the Controlling Class Representative.


 


“Rated
Final Distribution Date”: The Distribution Date occurring in March 2052.


 


“Rating
Agency”: Each of S&P, Fitch, DBRS and KBRA or their successors in interest. If no such rating agency nor any successor
thereof remains in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating
organization or other comparable Person 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,
DBRS and KBRA herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor)
of the party so designated. References herein to the highest long-term unsecured debt rating category of S&P, Fitch, DBRS
or KBRA shall mean “AAA”, and, in the case of any other rating agency, shall mean such highest rating category without
regard to any plus or minus or numerical qualification.


 






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


 


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


 


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


 


“Record
Date”: With respect to each Distribution Date and each Class of Certificates, the last Business Day of the month preceding
the month in which that Distribution Date occurs.


 


“Registered
Rating Agency”: (a) Any Rating Agency that has registered as a user of the Rule 17g-5 Information Provider’s Website;
or (b) any NRSRO other than the Rating Agencies (i) that has registered as a user of the Rule 17g-5 Information Provider’s
Website and (ii) with respect to which the Rule 17g-5 Information Provider has received an NRSRO Certification pursuant to Section
12.13(h) of this Agreement.


 


“Regular
Certificates”: The Non-Vertically Retained Regular Certificates and, to the extent it represents the Class VRR Upper-Tier
Regular Interest, the VRR Interest, collectively.


 


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


 


“Regulation
RR”: The final credit risk retention rule issued by the Securities and Exchange Commission (appearing at 17 C.F.R. §
246.1, et seq.) that adopted the joint final rule


 



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 promulgated by the Regulatory Agencies (appearing at 79 F.R. 77601; pages
77740-77766) to implement the credit risk retention requirements of Section 15G of the Securities Exchange Act of 1934, as added
by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as such rule may be amended from time to time,
and subject to such clarification and interpretation as have been provided by the Regulatory Agencies in the adopting release
(79 FR 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff from time
to time, in each case, as effective from time to time.


 


“Regulation
RR Other PSA”: As defined in Section 3.28(e) of this Agreement.


 


“Regulatory
Agencies”: The Office of the Comptroller of the Currency; the Board of Governors of the Federal Reserve System; the
Federal Deposit Insurance Corporation; the Federal Housing Finance Agency; the Securities and Exchange Commission; and the Department
of Housing and Urban Development.


 


“Regulation
S”: Regulation S under the Act.


 


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


 


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


 


“Regulation
S-K”: Regulation S-K under the Act.


 


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


 


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


 


“Remaining
Certificateholder”: Any Holder (or Holders provided they act in unanimity) holding 100% of the Certificates (other than
the Class S and Class R Certificates) or an assignment of the voting rights thereof; provided, however, that the
Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class
D and Class E Certificates and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to
zero.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section
3.16 of this Agreement on behalf of the Trustee in trust for the Certificateholders and the Serviced Companion Loan Holders,
which (subject to any change in the identities of the Special Servicer and/or the Trustee) shall be entitled “LNR Partners,
LLC, as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders
of Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9 and the Companion Loan Holder
REO Account, as their interests may appear.” Any such account or accounts shall be an Eligible Account.


 


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


 


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


 






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“REO
Loan”: An REO Mortgage Loan, REO Companion Loan or REO Loan Combination, as the context may require.


 


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


 


“REO
Mortgage Loan”: Any Mortgage Loan as to which the related Mortgaged Property has become an REO Property (including an
REO Property consisting of the Trust’s beneficial interest in a Mortgaged Property acquired upon a foreclosure or deed-in-lieu
of foreclosure of any of the Outside Serviced Mortgage Loans under the applicable Outside Servicing Agreement; for the avoidance
of doubt, any such beneficial interest will not be serviced by the Special Servicer under this Agreement).


 


“REO
Proceeds”: With respect to any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan)
and the related REO Mortgage Loan and REO Companion Loan, all revenues received by the Special Servicer with respect to such REO
Property, REO Mortgage Loan or REO Companion Loan which do not constitute Liquidation Proceeds. In the case of an Outside Serviced
Mortgage Loan that has become an REO Mortgage Loan and in the case of the related REO Property, “REO Proceeds” under
this Agreement shall be limited to any proceeds of the type described above in this definition that are received by the Trust
Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


 


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


 


“Reportable
Event”: As defined in Section 10.07 of this Agreement.


 


“Reporting
Servicer”: As defined in Section 10.09 of this Agreement.


 


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


 


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


 


“Repurchase
Request”: A Certificateholder Repurchase Request, a PSA Party Repurchase Request or any other Repurchase Communication
of a request or demand for repurchase or replacement of any Mortgage Loan alleging a Document Defect or Breach with respect to
such Mortgage Loan.


 






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


 


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


 


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


 


“Requesting
Certificateholder”: (i) The Initial Requesting Certificateholder, if any, or (ii) any other Certificateholder or Certificate
Owner that, in each case, is exercising its rights under Section 2.03(g) of this Agreement to refer a matter involving
a Repurchase Request to either mediation or arbitration; provided that a Holder of a Class VRR Certificate may not be a
Requesting Certificateholder.


 


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


 


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


 


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


 


“Resolution
Failure”: As defined in Section 2.03(f) of this Agreement.


 


“Resolved”:
With respect to a Repurchase Request, means 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 a Loss of Value Payment, (v) a contractually binding agreement has been 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 (and,
in the event that the Trustee is the Certificate Registrar or the Paying Agent, of the Certificate Registrar or the Paying Agent,
as applicable) assigned to the Corporate Trust Office with direct responsibility for the administration of this Agreement and
also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge
of and familiarity with the particular subject and (ii) the Certificate Administrator, any officer assigned to the Corporate Trust
Services group, with direct responsibility for the administration of this Agreement and also, with respect to a particular matter,
any other officer to whom a particular matter is referred by the Certificate Administrator because of such officer’s knowledge
of and familiarity with the particular subject. When used with respect to any Certificate Registrar (other than the Trustee or
the Certificate Administrator), any officer or assistant officer thereof.


 






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“Restricted
Group”: Collectively, the following persons and entities: the Trustee; the Underwriters; the Depositor; the Master Servicer;
the Special Servicer; any Sub-Servicers; the Sponsors; each Mortgagor, if any, with respect to Mortgage Loans constituting more
than 5% of the total unamortized principal balance of all the Mortgage Loans in the Trust Fund as of the Closing Date; and any
and all Affiliates of any of the aforementioned Persons.


 


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


 


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


 


“Retained
Defeasance Rights and Obligations”: As defined in Section 3.09(d)(ii) of this Agreement.


 


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


 


“Retained
Interest Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed
to be owned by the Holder(s) of the VRR Interest in proportion equal to their respective ownership interests in the VRR Interest.


 


“Retaining
Party”: Each of CREFI as holder of the VRR1 Interest, DBNY as holder of the VRR2 Interest, JPMCB as holder of the VRR3
Interest, and any successor holder of all or part of the VRR1 Interest, the VRR2 Interest or the VRR3 Interest.


 


“Retaining
Sponsor”: GACC, acting as retaining sponsor as such term is defined under Rule 2 of Regulation RR.


 


“Review
Materials”: As defined in Section 11.01(b)(i).


 


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


 


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


 


“Risk
Retention Certificate”: Any of the Certificates comprising the VRR Interest.


 


“


 


“Risk
Retention Consultation Party”: Each of (i) the party selected by CREFI, (ii) the party selected by DBNY, and (iii) the
party selected by JPMCB. The Certificate Administrator shall promptly provide the name and contact information for the initial
Risk Retention Consultation Parties 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 Certificate


 



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 Administrator. The other parties hereto shall be entitled
to assume, without independent investigation or verification, that the identity of any Risk Retention Consultation Party has not
changed until such parties receive written notice of (including the identity of and contact information for) a replacement of
such Risk Retention Consultation Party from CREFI (in the case of the VRR1 Risk Retention Consultation Party), DBNY (in the case
of the VRR2 Risk Retention Consultation Party) or JPMCB (in the case of the VRR3 Risk Retention Consultation Party). Notwithstanding
the foregoing, no Risk Retention Consultation Party shall have any consultation rights with respect to any Excluded RRCP Mortgage
Loan with respect thereto. The initial VRR1 Risk Retention Consultation Party shall be CREFI, the initial VRR2 Risk Retention
Consultation Party shall be DBNY, and the initial VRR3 Risk Retention Consultation Party shall be JPMCB.


 


“Rule
144A”: Rule 144A under the Act.


 


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


 


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


 


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


 


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


 


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


 


“Rule
17g-5 Information Provider”: The Certificate Administrator acting in such capacity under this Agreement.


 


“Rule
17g-5 Information Provider’s Website”: The website established and maintained by the Rule 17g-5 Information Provider
pursuant to Section 12.06 and Section 12.13 of this Agreement, initially located at https://sf.citidirect.com, under the
“NRSRO” tab for the related transaction.


 


“S&P”:
S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, or 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 and the Special Servicer and specific ratings of S&P
herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) 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 10.05 of this Agreement.


 


“Schedule
AL Additional File”: With respect to each CREFC® Schedule AL File prepared by the Master Servicer pursuant
to Section 4.02(b), any data file containing additional


 



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 information or schedules regarding data points in such CREFC®
Schedule AL File required by Items 1111(h)(4) and/or 1111(h)(5) of Regulation AB and Item 601(b)(103) of Regulation S-K.


 


“Scheduled
Principal Distribution Amount”: With respect to each Distribution Date, an amount equal to the aggregate of the principal
portions of:


 


(A)       all
Monthly Payments (which do not include Balloon Payments) with respect to the Mortgage Loans (including any REO Mortgage Loans)
due or deemed due during or, if and to the extent not previously received or advanced pursuant to Section 4.06 and distributable
to Certificateholders on a preceding Distribution Date, prior to the related Collection Period, in each case to the extent either
(i) paid by the Mortgagor as of the Determination Date (or, in the case of an Outside Serviced Mortgage Loan, received by the
Master Servicer as of the Business Day immediately preceding the related Master Servicer Remittance Date) or (ii) advanced by
the Master Servicer or the Trustee, as applicable, pursuant to Section 4.06 in respect of such Distribution Date); and


 


(B)       all
Balloon Payments with respect to the Mortgage Loans (including any REO Mortgage Loans) to the extent received during the related
Collection Period (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of the Business Day
immediately preceding the related Master Servicer Remittance Date), and to the extent not included in clause (A) above
for the subject Distribution Date and not previously received or advanced and distributable to Certificateholders on a preceding
Distribution Date.


 


For
purposes of clarification, the Scheduled Principal Distribution Amount from time to time shall include all late payments of principal
made by the Mortgagors with respect to the Mortgage Loans, including late payments in respect of a delinquent Balloon Payment,
received during the periods or by the times described above in this definition, except to the extent those late payments are otherwise
applied to reimburse the Master Servicer or the Trustee, as the case may be, for prior P&I Advances, pursuant to Section
3.06(a) and Section 3.06A(a).


 


“Secure
Data Room”: The “Diligence Files” tab on the page relating to this transaction located within the Certificate
Administrator’s Website (initially “https://sf.citidirect.com”).


 


“Service(s)”
or “Servicing”: In accordance with Regulation AB, the act of servicing, managing or 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 Loan Combination”: A Serviced Loan Combination that includes a Subordinate Companion Loan. For avoidance of doubt,
there is no Serviced AB Loan Combination relating to the Trust and all references in this Agreement to “Serviced AB Loan
Combination” shall be disregarded.


 






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“Serviced
Companion Loan”: A Companion Loan that is part of a Serviced Loan Combination. With respect to each Servicing Shift
Mortgage Loan and the related Servicing Shift Loan Combination, each related Companion Loan will no longer be a Serviced Companion
Loan on and after the related Servicing Shift Date.


 


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


 


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


 


“Serviced
Loan”: A Serviced Mortgage Loan or Serviced Companion Loan.


 


“Serviced
Loan Combination”: A Loan Combination that is being serviced pursuant to this Agreement. The only Serviced Loan Combinations
related to the Trust as of the Closing Date are the Loan Combinations as to which “Serviced” is set forth in the Loan
Combination Table under the column heading “Servicing Type,” together with any Servicing Shift Loan Combinations.
A Servicing Shift Loan Combination will no longer be a Serviced Loan Combination on and after the related Servicing Shift Date.


 


“Serviced
Loan Combination Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable
“remittance date” (or analogous concept) in the related Co-Lender Agreement; or (ii) if no such applicable “remittance
date” (or analogous concept) is so specified in the related Co-Lender Agreement, then, if such Serviced Companion Loan is
not included in an Other Securitization Trust, the Master Servicer Remittance Date and, if such Serviced Companion Loan is included
in an Other Securitization Trust, the Business Day immediately following the “determination date” (or analogous concept)
set forth in the related Other Pooling and Servicing Agreement.


 


“Serviced
Mortgage Loan”: A Mortgage Loan that is not an Outside Serviced Mortgage Loan.


 


“Serviced
Outside Controlled Loan Combination”: A Serviced Loan Combination with respect to which the related “controlling
note” (regardless of whether such note evidences a Pari Passu Companion Loan or a Subordinate Companion Loan) is not included
in the Trust. Each Servicing Shift Loan Combination will be a Serviced Outside Controlled Loan Combination prior to the related
Servicing Shift Date. Each Servicing Shift Loan Combination will cease to be a Serviced Outside Controlled Loan Combination from
and after the related Servicing Shift Date. Each Serviced AB Loan Combination will be a Serviced Outside Controlled Loan Combination
for so long as a related Subordinate Companion Loan is evidenced by the “control note” (or analogous concept), or
the holder of a related Subordinate Companion Loan is the “directing holder” (or analogous concept), under the related
Co-Lender Agreement. As of the Closing Date, the only Serviced Outside Controlled Loan Combinations are any Servicing Shift Loan
Combinations.


 


“Serviced
Outside Controlled Mortgage Loan”: With respect to a Serviced Outside Controlled Loan Combination, the related Serviced
Mortgage Loan included in the Trust, which is evidenced by a non-controlling promissory note made by the related Mortgagor. Each
Servicing


 



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 Shift Mortgage Loan will be a Serviced Outside Controlled Mortgage Loan prior to the related Servicing Shift Date. Each
Servicing Shift Mortgage Loan will cease to be a Serviced Outside Controlled Mortgage Loan on and after the related Servicing
Shift Date. The Mortgage Loan included in a Serviced AB Loan Combination will be a Serviced Outside Controlled Mortgage Loan for
so long as a related Subordinate Companion Loan is evidenced by the “control note” (or analogous concept), or the
holder of a related Subordinate Companion Loan is the “directing holder” (or analogous concept), under the related
Co-Lender Agreement.


 


“Serviced
Pari Passu Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Loan Combination. With respect to
each Servicing Shift Mortgage Loan and the related Servicing Shift Loan Combination, each related Pari Passu Companion Loan will
cease to be a Serviced Pari Passu Companion Loan on and after the related Servicing Shift Date.


 


“Serviced
Pari Passu Companion Loan Holder”: A holder of a Serviced Pari Passu Companion Loan.


 


“Serviced
Pari Passu Loan Combination”: A Pari Passu Loan Combination that is a Serviced Loan Combination. Each Servicing Shift
Loan Combination will cease to be a Serviced Pari Passu Loan Combination on and after the related Servicing Shift Date.


 


“Serviced
Subordinate Companion Loan”: A Subordinate Companion Loan that is part of a Serviced AB Loan Combination. For avoidance
of doubt, there are no Serviced Subordinate Companion Loans related to the Trust and references in this Agreement to “Serviced
Subordinate Companion Loan” shall be disregarded.


 


“Serviced
Subordinate Companion Loan Holder”: A holder of a Serviced Subordinate Companion Loan. For avoidance of doubt, there
are no Serviced Subordinate Companion Loans related to the Trust and, therefore, references in this Agreement to “Serviced
Subordinate Companion Loan Holder” shall be disregarded.


 


“Servicer”:
As defined in Section 10.02(b) of this Agreement.


 


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


 


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


 


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


 


“Servicing
Fee”: With respect to each Mortgage Loan (including each Mortgage Loan that is a Specially Serviced Loan and each Outside
Serviced Mortgage Loan), each REO Mortgage Loan, each Serviced Companion Loan (including each Serviced Companion Loan that is
a Specially Serviced Loan) and each REO Companion Loan that is included as part of a Serviced Loan Combination and for any Distribution
Date, the amount accrued during the related Interest Accrual Period at the related Servicing Fee Rate on, in the case of the initial
Distribution Date, the Cut-Off Date Balance and, in the case of any subsequent Distribution Date, the Stated Principal Balance
of such Mortgage Loan, REO Mortgage Loan, Serviced Companion Loan or REO Companion Loan, as the case may be, as of the close of
business on the Distribution Date in the


 



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 related Interest Accrual Period; provided that such amounts shall be computed
for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on
the related Mortgage Loan or Serviced Loan Combination is computed and shall be prorated for partial periods; and provided,
further, that, notwithstanding Section 3.05, Section 3.06 or Section 3.12 of this Agreement, (1) the
Servicing Fee shall be payable from the Lower-Tier REMIC and (2) the portion thereof payable with respect to each Outside Serviced
Mortgage Loan to the applicable Outside Servicer shall be calculated and paid under the applicable Outside Servicing Agreement,
shall not be payable to the Master Servicer, shall previously have been deducted by the applicable Outside Servicer prior to remittance
to the Trust and shall not be withdrawn from the Collection Account.


 


“Servicing
Fee Rate”: With respect to each Mortgage Loan (including any Outside Serviced Mortgage Loan) (or any successor REO Mortgage
Loan with respect thereto), the per annum rate equal to the sum of the rates set forth under the columns labeled “Master
Servicing Fee Rate (%)”, “Primary Servicing Fee Rate (%)”, “Subservicing Fee Rate (%)” and “Outside
Servicing Fee Rate (%)” on the Mortgage Loan Schedule; with respect to each Companion Loan secured by the Mortgaged Property
identified on the Mortgage Loan Schedule as 3 Park Avenue (or any successor REO Companion Loan with respect thereto), 0.00125%
per annum with respect to each related Companion Loan; with respect to each Companion Loan secured by the Mortgaged Property identified
on the Mortgaged Loan Schedule as Fairbridge Office Portfolio (or any successor REO Companion Loan with respect thereto), 0.00125%
per annum; with respect to each Companion Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Liberty
Station Retail (or any successor REO Companion Loan with respect thereto), 0.02250% per annum (but only for so long as it is a
Serviced Companion Loan, and thereafter 0% per annum); and with respect to each Companion Loan secured by the Mortgaged Property
identified on the Mortgage Loan Schedule as AC Marriott Downtown Tucson (or any successor REO Companion Loan with respect thereto),
0.00125% per annum.


 


“Servicing
File”: Any documents (other than documents required to be part of the related Mortgage File but including copies of
such documents required to be part of the related Mortgage File) related to the origination or the servicing of the Mortgage Loans
that are in the possession of or under the control of the applicable Mortgage Loan Seller, including but not limited to appraisals,
environmental reports, engineering reports, legal opinions, and the applicable Mortgage Loan Seller’s asset summary, delivered
to the Master Servicer or the Special Servicer; provided that no information that is proprietary to the related Mortgage
Loan Seller or any draft documents, privileged or other related Mortgage Loan Seller communications, credit underwriting, due
diligence analyses or data, or internal worksheets, memoranda, communications or evaluations shall be required to be delivered
as part of the Servicing File. Notwithstanding anything to the contrary contained herein, with respect to each Outside Serviced
Mortgage Loan, the Servicing File shall consist solely of any related documents or records generated by the Master Servicer or
Special Servicer hereunder or received by either of them from the applicable Outside Servicer or Outside Special Servicer.


 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Certificate
Administrator, the Operating Advisor, the Master Servicer, the Special Servicer and the Trustee, that is performing activities
that address


 



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 the Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage Loans by
unpaid principal balance calculated in accordance with the provisions of Regulation AB.


 


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


 


“Servicing
Shift Date”: With respect to any Servicing Shift Loan Combination, the date on which the related Pari Passu Companion
Loan evidenced by the Servicing Shift Lead Note is included in an Outside Securitization Trust, and which is also the date on
which the pooling and servicing agreement or other comparable agreement governing the creation of such Outside Securitization
Trust becomes the Outside Servicing Agreement for such Servicing Shift Loan Combination.


 


“Servicing
Shift Lead Note”: With respect to any Servicing Shift Loan Combination, the related Note, the securitization of which
shall cause the servicing of such Servicing Shift Loan Combination to shift to the applicable pooling and servicing agreement
or other comparable agreement governing that securitization. With respect to any Servicing Shift Loan Combination, the related
Servicing Shift Lead Note as of the Closing Date is identified in the footnotes to the Loan Combination Table.


 


“Servicing
Shift Loan Combination”: Any Loan Combination that is initially serviced under this Agreement provided, that upon the
inclusion of a designated related Companion Loan in a future securitization, the servicing of such Loan Combination will shift
to the pooling and servicing agreement or other comparable agreement governing the securitization of such related Companion Loan
(whether by itself or with other mortgage assets). A Servicing Shift Loan Combination will be (i) a Serviced Loan Combination
prior to the related Servicing Shift Date servicing and (ii) an Outside Serviced Loan Combination on and after the related Servicing
Shift Date. The only Servicing Shift Loan Combinations related to the Trust as of the Closing Date are the Loan Combinations as
to which “Servicing Shift” is set forth in the Loan Combination Table under the column heading “Servicing Type.”


 


“Servicing
Shift Mortgage Loan”: Any Mortgage Loan that is part of a Servicing Shift Loan Combination.


 


“Servicing
Shift Mortgage Loan Pooling and Servicing Agreement”: With respect to a Servicing Shift Mortgage Loan or a Servicing
Shift Loan Combination, on and after the related Servicing Shift Date, the related pooling and servicing agreement or other comparable
agreement governing the creation of the Outside Securitization Trust that holds the related Pari Passu Companion Loan evidenced
by the related Servicing Shift Lead Note.


 






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“Servicing
Standard”: With respect to the Master Servicer or the Special Servicer, to service and administer the Serviced Loans
and any REO Properties that such party is obligated to service and administer hereunder, on behalf of the Trust Fund and the Trustee
(as the trustee for the Certificateholders or, with respect to each Serviced Loan Combination, on behalf of the Certificateholders
and the related Serviced Companion Loan Holder(s), as a collective whole as if such Certificateholders or, with respect to each
Serviced Loan Combination, such Certificateholders and the related Serviced Companion Loan Holder(s), constituted a single lender
(and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion
Loan(s))), in accordance with the terms of this Agreement and in accordance with the following: (i) the higher of the following
standards of care: (A) with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer,
as the case may be, services and administers comparable mortgage loans with similar borrowers and comparable REO properties for
other third-party portfolios (giving due consideration to the customary and usual standards of practice of prudent institutional
commercial mortgage lenders servicing their own mortgage loans and REO properties); and (B) with the same care, skill, prudence
and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers comparable
mortgage loans and REO properties owned by the Master Servicer or the Special Servicer, as the case may be; and in either case,
exercising reasonable business judgment and acting in accordance with applicable law, the terms of this Agreement, the respective
Serviced Loans and, if applicable, the related Co-Lender Agreement; (ii) with a view to: the timely recovery of all payments of
principal and interest, including Balloon Payments, under the Serviced Loans or, in the case of (1) a Specially Serviced Loan
or (2) a Mortgage Loan or Serviced Loan Combination as to which the related Mortgaged Property is an REO Property, the maximization
of recovery on that Mortgage Loan or Serviced Loan Combination to the Certificateholders (as a collective whole as if such Certificateholders
constituted a single lender) (or, if any Serviced Companion Loan is involved, with a view to the maximization of recovery on the
related Serviced Loan Combination to the Certificateholders and the related Serviced Companion Loan Holder(s) (as a collective
whole as if such Certificateholders and Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced
AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan(s)))) of principal and
interest, including Balloon Payments, on a present value basis (the relevant discounting of anticipated collections that will
be distributable to the Certificateholders (or, in the case of any Serviced Loan Combination, to the Certificateholders and the
related Companion Loan Holder) to be performed at the Calculation Rate); and (iii) without regard to (A) any relationship, including
as lender on any other debt, that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof, may
have with any of the related Mortgagors, or any Affiliate thereof, or any other party to this Agreement; (B) the ownership of
any Certificate (or any Companion Loan or other indebtedness secured by the related Mortgaged Property or any security backed
by a Companion Loan) by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (C) the obligation
of the Master Servicer to make Advances; (D) the right of the Master Servicer or the Special Servicer, as the case may be, or
any Affiliate thereof, to receive compensation or reimbursement of costs hereunder generally or with respect to any particular
transaction; and (E) the ownership, servicing or management for others of any other mortgage loan or real property not subject
to this Agreement by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; provided
that the foregoing standards shall apply with respect to an Outside Serviced Mortgage Loan and any related REO Property only to


 



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the extent that the Master Servicer or the Special Servicer has any express duties or rights to grant consent with respect thereto
pursuant to this Agreement.


 


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


 


“Significant
Obligor”: Any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (i) with respect
to the Trust, or (ii) with respect to a Serviced Companion Loan and an Other Securitization Trust, as to which the applicable
Other Depositor has notified the Master Servicer in writing is a “significant obligor” (within the meaning of Item
1101(k) of Regulation AB) as to such Other Securitization Trust. There is no Significant Obligor with respect to the Trust.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year) and each Significant Obligor, the date that is fifteen (15) days after the Relevant Distribution Date occurring
on or immediately following the date by which the related Mortgagor is required to deliver quarterly financial statements to the
lender under the related Loan Agreement in connection with such calendar quarter (which date is set forth in Section 10.11(a)
for any Significant Obligor with respect to the Trust).


 


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


 


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


 


“Special
Notice”: As defined in Section 5.07(b).


 


“Special
Servicer”: LNR Partners, LLC, a Florida limited liability company, or its successor in interest, or any successor Special
Servicer appointed as provided herein (including with respect to any Excluded Special Servicer Mortgage Loan, if any, the related
Excluded Mortgage Loan Special Servicer appointed pursuant to Section 6.08(j) of this Agreement, as applicable and as the
context may require).


 


“Special
Servicer Decision”: With respect to any Mortgage Loan, any of the following (to the extent it is not a Major Decision):


 


(a)       approving
leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements or other
similar agreements for (i) all ground leases, including any determination whether to cure any borrower defaults relating to any
ground lease, and (ii) all other leases in excess of the lesser of (y) 30,000 square feet and (z) 30% of the net rentable area
at the related Mortgaged Property so long as it is reviewable by the lender under the related Loan Documents;


 


(b)       approving
any waiver regarding the receipt of financial statements (other than an immaterial timing waiver including late financial statements);


 






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(c)       approving
annual budgets for the related Mortgaged Property with respect to a Mortgage Loan with a debt service coverage ratio below 1.30x
(to the extent lender approval is required under the related Loan Documents) that provide for (i) operating expenses equal to
more than 110% of the amount that was budgeted therefor in the prior year or (ii) payments to Persons or entities known by the
Master Servicer to be affiliates of the related Mortgagor (excluding affiliated managers paid at fee rates agreed to at the origination
of the related Mortgage Loan or Loan Combination);


 


(d)      approving
rights of way and easements 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 and approving consent to subordination of the related Mortgage Loan to
such rights of way and easements;


 


(e)       agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or Loan Combination 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 interest in the related Mortgagor or
the existing collateral or material modifications of the existing collateral), (ii) a modification of the type of defeasance collateral
required under the related Loan Documents such that defeasance collateral other than direct, non-callable obligations of the United
States would be permitted or (iii) a modification that would permit a Principal Prepayment instead of defeasance if the related
Loan Documents do not otherwise permit such Principal Prepayment;


 


(f)       in
circumstances where no lender discretion is permitted other than confirming that the conditions in the related Loan Documents
have been satisfied (including determining whether any applicable terms or tests are satisfied), approving any request to incur
additional debt in accordance with the terms of the related Loan Documents;


 


(g)      approving
any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance-based”,
“earn-out” or “holdback” escrows or reserves with respect to (i) any Mortgage Loan as to which such escrows
or reserves exceeded, as at the time of origination, 10% of the original principal balance of such Mortgage Loan, regardless of
whether such funding or disbursements may be characterized as routine and/or customary escrow and reserve fundings or disbursements
for which the satisfaction of performance-related criteria is not required pursuant to the terms of the related Loan Documents,
(ii) any Mortgage Loan as to which such escrows or reserves may not be characterized as routine and/or customary escrows, and
(iii) any Specified Mortgage Loans (for the avoidance of doubt with respect to sub-clauses (i) and (ii) above, any request 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 Loan Documents or any other
funding or disbursement as mutually agreed upon by the Master Servicer and the Special Servicer, shall not constitute a Special
Servicer Decision);


 






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(h)       in
circumstances where no lender discretion is required other than confirming satisfaction of the applicable terms of the related
Loan Documents (including determining whether any applicable terms or tests are satisfied), approving requests for any release
of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan; provided that, in any case, Special
Servicer Decisions will not include (i) grants of easements or rights of way that do not materially affect the use or value of
the Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the Mortgage Loan; (ii) the release,
substitution or addition of collateral securing any Serviced Mortgage Loan or Serviced Loan Combination in connection with a defeasance
of such collateral; or (iii) 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;


 


(i)       any
modification, consent to a modification or waiver of any material term of any intercreditor or similar agreement (which shall
not include any amendments to split or re-size notes consistent with the terms of any Co-Lender Agreement as to which the consent
of the holder of the related Mortgage Loan is not required) related to a Serviced Mortgage Loan or Serviced Loan Combination,
or any action to enforce rights with respect thereto;


 


(j)       approving
any transfers of an interest in the Mortgagor under a Serviced Mortgage Loan or an assumption agreement, unless such transfer
or assumption (i) is allowed under the terms of the related Loan Documents without the exercise of any lender approval or discretion
other than confirming the satisfaction of the other conditions to the transfer or assumption set forth in the related Loan Documents
that do not include any other approval or exercise of discretion, including a consent to transfer to any subsidiary or affiliate
of such Mortgagor or to a Person acquiring less than a majority interest in such Mortgagor and (ii) does not involve incurring
new mezzanine financing or a change in control of the Mortgagor;


 


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


 


(l)       any
approval of any casualty insurance settlements (unless such casualty insurance settlements are less than the threshold specified
in the related Loan Documents and there is no lender discretion provided for in the related Loan Documents, including determining
whether any conditions precedent have been satisfied) or condemnation settlements (unless such condemnation settlements are immaterial
and there is no lender discretion provided for in the related Loan Documents, including determining whether any conditions precedent
have been satisfied), 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.


 


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


 






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“Special
Servicing Compensation”: With respect to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other
than an REO Property related to an Outside Serviced Mortgage Loan), any of the Special Servicing Fee, the Workout Fee, and the
Liquidation Fee which shall be due to the Special Servicer.


 


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


 


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


 


“Specially
Serviced Loan”: Any Serviced Loan (including a related REO Mortgage Loan or REO Companion Loan) as to which any of the
following events has occurred (taking into account any cure rights of any related Serviced Subordinate Companion Loan Holder under
the related Co-Lender Agreement.):


 


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


 


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


 


(ii)       solely
in the case of a delinquent Balloon Payment, (A) one Business Day after the date on which that Balloon Payment was due (except
as described in clause B below) or (B) if (1) the related Mortgagor has delivered to the Master Servicer or the Special Servicer
(each of whom shall promptly deliver a copy to the other, the Operating Advisor (following the occurrence and during the continuance
of a Control Termination Event) and the Controlling Class Representative (so long as no Consultation Termination Event has occurred
and is continuing)), on or before the date on which that Balloon Payment was due, a refinancing commitment, letter of intent or
otherwise binding application for refinancing from an acceptable lender or signed purchase agreement reasonably acceptable to
the Special Servicer, (2) the related Mortgagor continued to make its Monthly Payments on each Due Date, and


 



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 (3) no other Servicing
Transfer Event has occurred with respect to the Serviced Loan, then a Servicing Transfer Event will not occur until the earlier
of (x) 120 days after the date on which the Balloon Payment was due and (y) the termination of the refinancing commitment or purchase
agreement; or


 


(b)       there
shall have occurred a default (other than as set forth in clause (a) above and other than an Acceptable Insurance Default) that
(i) in the judgment of the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent
of the related Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination
Event has occurred and is continuing)) materially impairs the value of the related Mortgaged Property as security for the Serviced
Loan or otherwise materially adversely affects the interests of Certificateholders in the Serviced Mortgage Loan (or, in the case
of a Serviced Loan Combination, the interests of the Certificateholders and the related Serviced Companion Loan Holder(s) in such
Serviced Loan Combination), and (ii) continues unremedied for the applicable grace period under the terms of the Serviced Loan
(or, if no grace period is specified and the default is capable of being cured, for 60 days); provided, that any default
requiring a Property Advance will be deemed to materially and adversely affect the interests of the Certificateholders in the
subject Serviced Mortgage Loan (or, in the case of a Serviced Loan Combination, the interests of the Certificateholders and the
related Serviced Companion Loan Holder(s) in such Serviced Loan Combination); or


 


(c)       the
Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of the related Directing Holder
(unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and
is continuing)) has determined that (i) a default (other than an Acceptable Insurance Default) under the Serviced Loan is reasonably
foreseeable, (ii) such default will materially impair the value of the related Mortgaged Property as security for such Serviced
Loan or otherwise materially adversely affects the interests of Certificateholders in the Serviced Mortgage Loan (or, in the case
of a Serviced Loan Combination, the interests of the Certificateholders or the related Serviced Companion Loan Holder(s) in such
Serviced Loan Combination), and (iii) the default is likely to continue unremedied for the applicable grace period under the terms
of such Serviced Loan or, if no grace period is specified and the default is capable of being cured, for 60 days; or


 


(d)       a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in any involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, 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 into against the related Mortgagor; or


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Specially
Serviced Mortgage Loan”: A Mortgage Loan that is, or is part of, a Specially Serviced Loan.


 






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“Specified
Mortgage Loans”: The Mortgage Loans identified on Exhibit GG to this Agreement.


 


“Split
Mortgage Loan”: Any Mortgage Loan that is part of a Loan Combination. The only Split Mortgage Loans that are assets
of the Trust as of the Closing Date are those that have the respective loan numbers (as set forth on the Mortgage Loan Schedule)
listed on the Loan Combination Table under the column heading “Loan No. for related Mortgage Loan.”


 


“Sponsor”:
Each of CREFI, GACC and JPMCB, and their respective successors in interest.


 


“Staples
Strategic Industrial Mortgage Loan”: The Mortgage Loan secured by the portfolio of Mortgaged Properties identified on
the Mortgage Loan Schedule as Staples Strategic Industrial.


 


“Startup
Day”: The day designated as such pursuant to Section 2.12(c) of this Agreement.


 


“Stated
Principal Balance”: With respect to any Mortgage Loan (other than an REO Mortgage Loan), as of any date of determination,
an amount equal to (a) the Cut-Off Date Balance of such Mortgage Loan (or, in the case of a Qualified Substitute Mortgage Loan,
the unpaid principal balance of such Mortgage Loan (as of the date of substitution) after application of all scheduled payments
of principal and interest due during or prior to the month of substitution, whether or not received), minus (b) the sum of (i)
any and all amounts (without duplication) attributable to such Mortgage Loan that are part of the Scheduled Principal Distribution
Amount and/or the Unscheduled Principal Distribution Amount for each and every Distribution Date coinciding with or preceding
such date of determination and (ii) any adjustment to the principal balance of such Mortgage Loan as a result of a reduction of
principal by a bankruptcy court or as a result of a modification reducing the principal balance of such Mortgage Loan as of the
Determination Date for the most recent Distribution Date coinciding with or preceding such date of determination. The Stated Principal
Balance of a Mortgage Loan with respect to which title to the related Mortgaged Property has been acquired on behalf of the Trust
Fund and, if such Mortgage Loan is part of a Loan Combination, the related Companion Loan Holder, is equal to the Stated Principal
Balance thereof outstanding on the date on which such title is acquired less any and all amounts attributable to such Mortgage
Loan that are part of the Unscheduled Principal Distribution Amount and the principal portion of any P&I Advances with respect
to such REO Mortgage Loan for each and every Distribution Date coinciding with or preceding such date of determination but after
the date on which such title is acquired. With respect to any Serviced Companion Loan (including an REO Companion Loan), as of
any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Serviced Companion Loan
as of the Cut-off Date, minus (i) all amounts remitted to the related Serviced Companion Loan Holder on or prior to the most recent
Distribution Date coinciding with or preceding such date of determination that are allocable to principal of such Serviced Companion
Loan and (ii) any adjustment to the principal balance of such Serviced Companion Loan as a result of a reduction of principal
by a bankruptcy court or as a result of a modification reducing the principal amount due on such Serviced Companion Loan as of
the Determination Date for the most recent Distribution Date coinciding with or preceding such date of determination. Notwithstanding
the foregoing, the


 



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 Stated Principal Balance of a Mortgage Loan or Serviced Companion Loan that has been paid in full or a Specially
Serviced Loan with respect to which the Special Servicer has made a Final Recovery Determination (or, in the case of an Outside
Serviced Mortgage Loan, with respect to which the Outside Special Servicer has made an equivalent determination) shall be zero
from and after the Distribution Date related to the Collection Period in which such payment or determination is made. The Stated
Principal Balance of a Serviced Loan Combination (including an REO Loan Combination), as of any date of determination, shall equal
the sum of the then Stated Principal Balances of the related Mortgage Loan (including an REO Mortgage Loan) and the related Serviced
Companion Loan(s) (including any related REO Companion Loan).


 


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


 


“Subordinate
Companion Loan”: A Companion Loan that, to the extent provided in the related Loan Documents and/or the related Co-Lender
Agreement, is generally subordinate in right of payment to the related Split Mortgage Loan. The only Subordinate Companion Loans
related to the Trust as of the Closing Date are evidenced by the Notes identified in the Loan Combination Table under the column
heading “Subordinate Companion Loan(s),” each of which Notes evidences a separate Subordinate Companion Loan.


 


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


 


“Subordinate
YM Certificates”: As defined in Section 4.01(d) of this Agreement.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Termination
Purchase Amount”: As of any time of determination, an amount equal to the sum of (A) the aggregate Purchase Price (excluding
the amount described in clause (g) of the definition of “Purchase Price”) of all the Mortgage Loans (exclusive
of REO Mortgage Loans) then included in the Trust and (B) the Appraised Value of the Trust’s portion of each REO Property,
if any, then included in the Trust, as determined by the Special Servicer (the relevant appraisals for purposes of this clause
(B) shall be obtained by the Special Servicer and prepared by an Appraiser in accordance with MAI standards).


 


“Test”:
As defined in Section 11.01(b)(iv).


 


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


 


“Threshold
Event Collateral”: As defined in Section 3.28(f).


 


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


 


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


 


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


 






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


 


“Trust”:
The trust created by this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Trustee/Certificate
Administrator Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.0080% per annum.


 


“Underwriter
Exemption”: Collectively, (a) Prohibited Transaction Exemption 91-23, granted to a predecessor of Citigroup Global Markets
Inc., (b) the prohibited transaction exemption granted to Deutsche Bank Securities Inc., Department Final Authorization Number
97-03E, and (c) the Prohibited Transaction Exemption 2002-19 granted to J.P. Morgan Securities LLC, each as most recently amended
by Prohibited Transaction Exemption 2013-08 and as further amended by the Department of Labor from time to time.


 


“Underwriters”:
Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Academy Securities, Inc. and The Williams
Capital Group, L.P.


 


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


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the aggregate of: (a) all
Principal Prepayments received on the Mortgage Loans during the related Collection Period (or, in the case of the Outside Serviced
Mortgage Loans, all Principal Prepayments received during the period that renders them includable in the Aggregate Available Funds
for such Distribution Date); and (b) any other collections (exclusive of payments by Mortgagors) received on the Mortgage Loans
and, to the extent of the Trust’s interest therein, any REO Properties during the related Collection Period (or, in the
case of an Outside Serviced Mortgage Loan or any interest in REO Property acquired with respect thereto, all such proceeds received
during the period that renders them includable in the Aggregate Available Funds for such Distribution Date), whether in the form
of Liquidation Proceeds, Insurance Proceeds, Condemnation proceeds, net income, rents, and REO Proceeds or otherwise, that were
identified and applied by the Master Servicer (and/or, in the case of an Outside Serviced Mortgage Loan, the related Outside Servicer)
as recoveries of previously unadvanced principal of the related Mortgage Loan.


 


“Unsolicited
Information”: As defined in Section 11.01(b)(iii).


 






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“Upper-Tier
REMIC Distribution Account”: The trust account or accounts created and maintained as a separate trust account (or separate
sub-account within the same account as the Lower-Tier REMIC Distribution Account) or accounts by the Certificate Administrator
pursuant to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the
Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered Holders of Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-B9, Upper-Tier REMIC Distribution Account” and which must be an Eligible Account.


 


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


 


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


 


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


 


“Vertically
Retained Certificates”: All of the Class VRR Certificates collectively.


 


“Vertically
Retained Percentage”: A fraction, expressed as a percentage, the numerator of which is the initial Certificate Balance
of the Class VRR Certificates, and the denominator of which is the aggregate initial Certificate Balance of all of the Classes
of Principal Balance Certificates.


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of
Certificates. At all times during the term of this Agreement, the Voting Rights shall be allocated among the respective Classes
of Certificateholders as follows: (a) 1% in the aggregate in the case of the respective Classes of the Interest-Only Certificates,
allocated pro rata based upon their respective Notional Amounts as of the date of determination (but only for so long as
the Notional Amount of at least one Class of Interest-Only Certificates is greater than zero), and (b) in the case of any Class
of Principal Balance Certificates, a percentage equal to the product of 99% (or, if the Notional Amounts of all Classes of Interest-Only
Certificates have been reduced to zero, 100%) and a fraction, the numerator of which is equal to the Certificate Balance of such
Class of Principal Balance Certificates as of the date of determination, and the denominator of which is equal to the aggregate
of the Certificate Balances of all Classes of the Principal Balance Certificates, in each case as of the date of determination
(provided that, if, but only if, expressly so provided herein in any circumstance, the allocation or exercise of Voting


 



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Rights for any particular purpose shall take into account the allocation of Appraisal Reduction Amounts to notionally reduce Certificate
Balances). The Voting Rights of any Class of Certificates shall be allocated among Holders of Certificates of such Class in proportion
to their respective Percentage Interests. The Class S and Class R Certificates shall not be entitled to any Voting Rights.


 


“VRR
Allocation Percentage”: A percentage equal to the Vertically Retained Percentage divided by the Non-Vertically Retained
Percentage.


 


“VRR
Available Funds”: With respect to any Distribution Date, an amount equal to the Vertically Retained Percentage of the
Aggregate Available Funds for such Distribution Date.


 


“VRR
Interest”: All of the Class VRR Certificates collectively. The VRR Interest represents undivided beneficial interests
in the VRR Specific Grantor Trust Assets.


 


“VRR
Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (A) the VRR
Allocation Percentage and (B) the aggregate amount of interest distributed to the Holders of the Non-Vertically Retained Regular
Certificates pursuant to Sections 4.01(b)(i), (iv), (vii), (x), (xiii), (xvi), (xix),
(xxii), (xxv) and (xxviii) on such Distribution Date.


 


“VRR
Interest Transfer Restriction Period”: With respect to the VRR Interest, the period from the Closing Date to the earlier
of: (i) the date that is latest of (A) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans
has been reduced to 33% of the aggregate Cut-off Date Balance of the Mortgage Loans, (B) the date on which the aggregate outstanding
Certificate Balance of the Principal Balance Certificates has been reduced to 33% of the aggregate outstanding Certificate Balance
of the Principal Balance Certificates as of the Closing Date, or (C) two (2) years after the Closing Date; or (ii) in the sole
discretion of the Retaining Sponsor and the Depositor, the date on which the provisions of Regulation RR applicable to the Retaining
Sponsor, the Retaining Parties and the securitization transaction contemplated by this Agreement are repealed in their entirety
or are otherwise eliminated and the Retaining Sponsor and the Depositor have determined that such repeal or elimination renders
Regulation RR in its entirety inapplicable (and that there are no other risk retention requirements under the Dodd-Frank Act that
would be applicable) to the securitization transaction contemplated by this Agreement.


 


“VRR
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (A) the VRR
Allocation Percentage and (B) the aggregate amount of principal distributed to the Holders of the Non-Vertically Retained Regular
Certificates pursuant to Sections 4.01(b)(ii), (v), (viii), (xi), (xiv), (xvii), (xx),
(xxiii), (xxvi) and (xxix) and the penultimate paragraph of Section 4.01(b) on such Distribution Date.


 


“VRR
Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the Certificate Balance of the
VRR Interest, after giving effect to distributions of principal on such Distribution Date, exceeds (ii) the product of (A) the
Vertically Retained Percentage and (B) the aggregate Stated Principal Balance of the Mortgage Loans (including any REO Mortgage
Loans) (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance for principal
payments received on the Mortgage Loans that were


 



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used to reimburse the Master Servicer, the Special Servicer or the Trustee from
general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed
Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) after giving effect to any and all reductions
thereon on such Distribution Date.


 


“VRR
Realized Loss Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of
(A) the VRR Allocation Percentage and (B) the aggregate amount of interest on reimbursed Realized Losses distributed to the Holders
of the Non-Vertically Retained Regular Certificates pursuant to Sections 4.01(b)(iii), (vi), (ix), (xii),
(xv), (xviii), (xxi), (xxiv), (xxvii) and (xxx) on such Distribution Date.


 


“VRR
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class VRR Upper-Tier Regular Interest,
together with all distributions thereon and proceeds thereof, (ii) the Vertically Retained Percentage of any Excess Interest collected
on the ARD Mortgage Loans, and (iii) the Vertically Retained Percentage of amounts held from time to time in the Excess Interest
Distribution Account.


 


“VRR1
Interest”: As defined in the Preliminary Statement.


 


“VRR1
Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by CREFI.


 


“VRR2
Interest”: As defined in the Preliminary Statement.


 


“VRR2
Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by DBNY.


 


“VRR3
Interest”: As defined in the Preliminary Statement.


 


“VRR3
Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by JPMCB.


 


“WAC
Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average of the applicable
Net Mortgage Pass-Through Rates of the Mortgage Loans (including the REO Mortgage Loans) for such Distribution Date, weighted
on the basis of their respective Stated Principal Balances immediately prior to such Distribution Date.


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(22)
or successor provisions.


 


“WHFIT
Regulations”: Treasury Regulations section 1.671-5, as amended.


 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(23) or successor
provisions.


 


“Withheld
Amounts”: As defined in Section 3.23 of this Agreement.


 






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“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or Serviced Loan Combination, the amount of any Advance made
with respect to such Mortgage Loan or Serviced Loan Combination on or before the date such Mortgage Loan or Serviced Loan Combination
becomes (or, but for the making of three monthly 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 is not reimbursed to the
Person who made such Advance on or before the date, if any, on which such Mortgage Loan or Serviced Loan Combination becomes a
Corrected Loan and (ii) the amount of such Advance becomes a future obligation of the Mortgagor to pay under the terms of modified
Loan Documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Loan equal to the applicable Workout Fee Rate
applied to each collection of interest (excluding Default Interest and Excess Interest) and principal (other than any amount for
which a Liquidation Fee is paid) received on such Corrected Loan for so long as it remains a Corrected Loan; provided that
no Workout Fee shall be payable by the Trust with respect to such Corrected Loan if and to the extent that the Corrected Loan
became a Specially Serviced Loan under clause (c) of the definition of Specially Serviced Loan (and no other clause thereof) and
no mortgage loan event of default actually occurs, unless the Serviced Mortgage Loan (or Serviced Loan Combination, if applicable)
is modified by the Special Servicer in accordance with the terms hereof; provided, further, that if a Serviced Mortgage
Loan (or Serviced Loan Combination, if applicable) becomes a Specially Serviced Loan under this Agreement only because of an event
described in clause (a)(ii) of the definition of Specially Serviced Loan as a result of a payment default at maturity and the
related collection of interest and principal is received within 90 days following the related Maturity Date in connection with
the full and final payoff or refinancing of the related Serviced Mortgage Loan (or Serviced Loan Combination, if applicable),
the Special Servicer will not be entitled to collect a Workout Fee, but may collect and retain appropriate fees from the related
Mortgagor in connection with such workout; provided, further, that the Workout Fee with respect to any Specially
Serviced Loan that becomes a Corrected Loan under this Agreement shall be reduced by any Excess Modification Fees paid by or on
behalf of the related Mortgagor with respect to such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) as described
in the definition of Excess Modification Fees in this Agreement, but only to the extent those fees have not previously been deducted
from a Workout Fee or Liquidation Fee.


 


“Workout
Fee Rate”: A rate equal to the lesser of (a) 1.0% and (b) such lower rate as would result in a Workout Fee of $1,000,000
when applied to each expected payment of principal and interest (other than Default Interest and Excess Interest) on the subject
Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) from the date such Mortgage Loan (or Serviced Loan Combination,
if applicable) becomes a Corrected Loan, through and including the then-related maturity date; provided that, if the rate
in clause (a) above would result in a Workout Fee that would be less than $25,000 when applied to each expected payment of principal
and interest (other than Default Interest and Excess Interest) on the subject Serviced Mortgage Loan (or Serviced Loan Combination,
if applicable) from the date such Serviced Mortgage Loan (or Serviced Loan Combination, 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


 



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as would
result in a Workout Fee equal to $25,000 when applied to each expected payment of principal and interest (other than Default Interest
and Excess Interest) on such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) from the date such Serviced
Mortgage Loan (or Serviced Loan Combination, if applicable) becomes a Corrected Loan through and including the then-related maturity
date.


 


“XML
Format”: Extensible markup language electronic format.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan or Serviced Companion Loan, the yield maintenance charge or prepayment
premium, if any, payable under the related Note in connection with certain prepayments.


 


Section
1.02           Certain Calculations.


 


Unless
otherwise specified herein, the following provisions shall apply:


 


(a)       All
calculations of interest with respect to the Mortgage Loans shall be made in accordance with the terms of the related Note and
Mortgage.


 


(b)       For
purposes of distribution of Yield Maintenance Charges pursuant to Section 4.01(d) of this Agreement on any Distribution
Date, the Class of Non-Vertically Retained Principal Balance Certificates as to which the Non-Vertically Retained Percentage of
any prepayment shall be deemed to be distributed shall be determined on the assumption that the portion of the Principal Distribution
Amount paid to the Non-Vertically Retained Principal Balance Certificates on such Distribution Date in respect of principal shall
consist first of the Non-Vertically Retained Percentage of scheduled payments included in the definition of Principal Distribution
Amount and second of the Non-Vertically Retained Percentage of prepayments included in such definition.


 


(c)       Any
Mortgage Loan payment is deemed to be received by the Trust Fund on the date such payment is actually received by the Master Servicer,
the Special Servicer or the Certificate Administrator; provided, however, that for purposes of calculating distributions
on the Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied
in accordance with Section 3.01(b) of this Agreement to reduce the outstanding principal balance of such Mortgage Loan
on which interest accrues.


 


(d)       For
purposes of calculating distributions on the Certificates and, in the absence of express provisions in the related Loan Documents
(and/or, with respect to each Outside Serviced Mortgage Loan, the related Outside Servicing Agreement) to the contrary, for purposes
of otherwise collecting amounts due under a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect of any
Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds
(excluding, if applicable, in the case of each Serviced Loan Combination, any amounts payable to the holder(s) of the related
Companion Loan(s) pursuant to the related Co-Lender Agreement) shall be deemed to be allocated in the following order of priority:


 


(i)       as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan


 



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and unpaid interest at the Advance Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the Trust;


 


(ii)       as
a recovery of Nonrecoverable Advances with respect to the related Mortgage Loan and any interest on those Nonrecoverable Advances
at the Advance Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Pool (as described
in the first proviso in the definition of “Aggregate Principal Distribution Amount”);


 


(iii)      to
the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on such
Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid interest (exclusive
of Default Interest and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time
through the end of the applicable Mortgage Loan interest accrual period, over (B) after taking into account any allocations pursuant
to clause (v) below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (A) of this
clause (iii) that either (1) was not advanced because of the reductions (if any) in the amount of related P&I Advances for
such Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with the related
Appraisal Reduction Amounts or (2) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of
such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance
was made;


 


(iv)      to
the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of such Mortgage Loan
then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage
Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


(v)       as
a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent
of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage
Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal Reduction
Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at the related Net Mortgage
Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in
effect from time to time and as to which no P&I Advance was made (to the extent that collections have not been allocated as
recovery of such accrued and unpaid interest pursuant to this clause (v) on earlier dates);


 


(vi)      as
a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments
and insurance premiums and similar items relating to such Mortgage Loan;


 


(vii)     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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(viii)    as
a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


 


(ix)      as
a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


 


(x)       as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;


 


(xi)      as
a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other than,
if applicable, accrued and unpaid Excess Interest (and, if both Consent Fees and Operating Advisor Consulting Fees are due and
owing, first, allocated to Consent Fees and, then, allocated to Operating Advisor Consulting Fees);


 


(xii)     as
a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and


 


(xiii)    in
the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess
Interest;


 


provided
that, to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s
rights under the related Loan Documents) with respect to any partial release of a Mortgaged Property (including following a condemnation)
at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Loan Combination, as applicable, exceeds 125%,
or would exceed 125% following any partial release (based solely on the value of the 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 the related
Serviced Loan Combination in the manner permitted by the REMIC Provisions.


 


(e)       Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of amounts to be allocated to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced
Loan Combination, exclusive of any amounts payable to the holder(s) of the related Companion Loan(s) pursuant to the related Co-Lender
Agreement) shall be deemed to be allocated for purposes of calculating distributions on the Certificates and (subject to any related
Co-Lender Agreement and/or Outside Servicing Agreement) for purposes of otherwise collecting amounts due under the Mortgage Loan
in the following order of priority:


 


(i)        as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related REO Mortgage
Loan and interest at the Advance Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with respect
to the related REO Mortgage Loan;


 


(ii)       as
a recovery of any Nonrecoverable Advances with respect to the related REO Mortgage Loan and any interest on those Nonrecoverable
Advances at the Advance Rate, to the extent previously paid or reimbursed from principal collections


 



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on the Mortgage Loans (as
described in the first proviso in the definition of “Aggregate Principal Distribution Amount”);


 


(iii)      to
the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on the
related REO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid interest
(exclusive of Default Interest and Excess Interest) accrued on such REO Mortgage Loan at the applicable Mortgage Rate in effect
from time to time through the end of the applicable Mortgage Loan interest accrual period, over (B) after taking into account
any allocations pursuant to clause (v) below or clause (v) of Section 1.02(d) above on earlier dates, the aggregate portion
of the accrued and unpaid interest described in subclause (A) of this clause (iii) that either (1) was not advanced because of
the reductions (if any) in the amount of related P&I Advances for the related REO Mortgage Loan that have theretofore occurred
under Section 4.06(a) of this Agreement in connection with Appraisal Reduction Amounts or (2) accrued at the applicable
Net Mortgage Rate on the portion of the Stated Principal Balance of such REO Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made;


 


(iv)      to
the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of the related REO Mortgage
Loan to the extent of its entire unpaid principal balance;


 


(v)      as
a recovery of accrued and unpaid interest on the related REO Mortgage Loan (exclusive of Default Interest and Excess Interest)
to the extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for
such REO Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related
Appraisal Reduction Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at
the applicable Net Mortgage Rate on the portion of the Stated Principal Balance of such REO Mortgage Loan equal to any related
Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent that collections
have not theretofore been allocated as a recovery of such accrued and unpaid interest on earlier dates pursuant to this clause
(v) or clause (v) of Section 1.02(d) above);


 


(vi)      as
a recovery of any Yield Maintenance Charge then due and owing under the related REO Mortgage Loan;


 


(vii)     as
a recovery of any late payment charges and Default Interest then due and owing under the related REO Mortgage Loan;


 


(viii)    as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related REO
Mortgage Loan;


 


(ix)       as
a recovery of any other amounts then due and owing under the related REO Mortgage Loan other than, if applicable, accrued and
unpaid Excess Interest (and, if both Consent Fees and Operating Advisor Consulting Fees are due and owing, first,


 



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allocated
to Consent Fees and, then, allocated to Operating Advisor Consulting Fees); and


 


(x)       in
the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess
Interest.


 


(f)        The
applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (d) of this Section 1.02 shall be
determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect of
any Mortgage Loan or any REO Property pursuant to paragraph (e) of this Section 1.02 shall be determined by the Special
Servicer (unless such Mortgage Loan is, or such REO Property relates to, an Outside Serviced Mortgage Loan, in which case such
applications shall be determined by the Master Servicer) in accordance with the Servicing Standard.


 


(g)       All
net present value calculations and determinations made hereunder with respect to the Mortgage Loans, the Serviced Companion Loans
or a Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”, and including,
if and when applicable, with respect to an Outside Serviced Mortgage Loan or the related Mortgaged Property or any related REO
Property) shall be made using the Calculation Rate.


 


(h)       For
purposes of calculating Pass-Through Rates and distributions on, and allocations of Realized Losses and VRR Realized Losses to,
the Certificates, as well as for purposes of calculating the Servicing Fee, the Trustee/Certificate Administrator Fee, the Operating
Advisor Fee and the Asset Representations Reviewer Ongoing Fee payable each month, each REO Property (including any REO Property
with respect to an Outside Serviced Mortgage Loan held pursuant to an Outside Servicing Agreement) will be treated as if the related
Mortgage Loan and any related Companion Loan(s) had remained outstanding and the related Loan Documents continued in full force
and effect; and all references to “Mortgage Loan,” “Mortgage Loans” or “Mortgage Pool” in
this Agreement, when used in that context, will be deemed to also be references to or to also include, as the case may be, any
REO Mortgage Loan, and all references to “Companion Loan” or “Companion Loans” in this Agreement, when
used in that context, will be deemed to also be references to or to also include, as the case may be, any REO Companion Loan.
Each REO Loan will generally be deemed to have the same characteristics as its actual predecessor Mortgage Loan or Companion Loan,
as applicable, including the same fixed Mortgage Rate (and, accordingly, the same Net Mortgage Rate) and the same unpaid principal
balance and Stated Principal Balance. Amounts due on the predecessor Mortgage Loan or Companion Loan, as applicable, including
any portion of those 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, will continue to be “due”
in respect of the REO Loan; and amounts received in respect of the related REO Property, net of payments to be made, or reimbursements
to the Master Servicer or Special Servicer for payments previously advanced, in connection with the operation and management of
that property, generally will be applied by the Master Servicer as if received on the predecessor Mortgage Loan or Companion Loan,
as applicable.


 






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Section
1.03            Certain Constructions. (a)
For purposes of this Agreement, references to the most or next most subordinate Class of Non-Vertically Retained Regular Certificates
outstanding at any time shall mean the most or next most subordinate Class of Non-Vertically Retained Regular Certificates then
outstanding as among the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-D, Class
X-F, Class X-G, Class X-H, Class X-J, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates;
provided, however, that for purposes of determining the most subordinate Class of Non-Vertically Retained Regular
Certificates, in the event that the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates are the
only Classes of Non-Vertically Retained Principal Balance Certificates outstanding, the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-AB and Class X-A Certificates together will be treated as the most subordinate Class of Non-Vertically
Retained Regular Certificates. For purposes of this Agreement, each Class of Certificates (other than the Class S and Class R
Certificates) shall be deemed to be outstanding only to the extent its respective Certificate Balance or Notional Amount has not
been reduced to zero. For purposes of this Agreement, the Class R Certificates shall be deemed to be outstanding so long as the
Trust REMICs have not been terminated pursuant to Section 9.01 of this Agreement.


 


(b)       For
purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:


 


(i)       the
terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to
include the other gender;


 


(ii)       references
herein to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions
without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;


 


(iii)      a
reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section
in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


 


(iv)      the
words “herein”, “hereof”, “hereunder”, “hereto”, “hereby” and other
words of similar import refer to this Agreement as a whole and not to any particular provision; and


 


(v)       the
terms “include” or “including” shall mean without limitation by reason of enumeration.


 


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 Benchmark 2019-B9
Mortgage Trust, appoint


 



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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), 5(f), 5(g), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(m) (insofar
as the indemnity relates to the failure in clause (ii) of such section 5(m)), 6 (other than Sections 6(i), 6(j) and 6(k)) 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)
each Co-Lender Agreement, if any, 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 and 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 any Outside Serviced Mortgage Loan is further subject to the terms and conditions of the applicable
Outside Servicing Agreement and the related Co-Lender Agreement. The transfer of the Mortgage Loans and the related rights and
property accomplished hereby is absolute and, notwithstanding Section 12.08 of this Agreement, is intended by the parties
to constitute a sale.


 


(b)       In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall direct
each Mortgage Loan Seller (pursuant to the related Mortgage Loan Purchase Agreement) to deliver to and deposit with (or to cause
to be delivered to and deposited with) the Custodian (on behalf of the Trustee), on or before the Closing Date, the Mortgage File
for each Mortgage Loan, with copies (other than with respect to an Outside Serviced Mortgage Loan) to be delivered, within five
(5) Business Days after the Closing Date, to the Master Servicer. Notwithstanding anything to the contrary contained herein, (A)
with respect to an Outside Serviced Mortgage Loan as of the Closing Date, the preceding document delivery requirements shall be
deemed satisfied by the delivery by the applicable Mortgage Loan Seller to the Custodian (on behalf of the Trustee) of (i) with
respect to the documents and/or instruments referred to in clause (1) of the definition of “Mortgage File”, executed
originals of the related documents, and (ii) with respect to the documents and/or instruments referred to in clauses (2) through
(20) of the definition of “Mortgage File”, a copy of such documents (with the actual such documents to be delivered
to the applicable Outside Custodian under the applicable Outside Servicing Agreement) and (B) with respect to a Servicing Shift
Mortgage Loan, the related Mortgage File delivered to and deposited with the Custodian (on behalf of the Trustee) as contemplated
by the first sentence of this Section 2.01(b) shall, on or after the related Servicing Shift Date, be transferred to the
Outside Custodian related to the securitization of the related Pari Passu Companion Loan evidenced by the related Servicing Shift
Lead Note in accordance with the second paragraph of Section 2.01(c) and with the expectation that the assignments referred
to in clauses (4), (5) and (14) of the definition of “Mortgage File” (to the extent that recordation of such item
would have otherwise been required) will be recorded in the name of the trustee for that securitization. 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


 



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Agreement and this Section 2.01(b). Notwithstanding anything herein to the contrary, with respect to letters of credit
(exclusive of those relating to an Outside Serviced Mortgage Loan), the applicable Mortgage Loan Seller shall deliver, on or before
the Closing Date, 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 Certificateholders and, if applicable,
the related Serviced Companion Loan Holder, to the extent required in order for the Master Servicer to draw on such letter of
credit on behalf of the Trustee for the benefit of Certificateholders and, if applicable, the related Serviced Companion Loan
Holder in accordance with the applicable terms thereof and/or of the related Loan Documents)) and the applicable Mortgage Loan
Seller shall be deemed to have satisfied any delivery requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b) by delivering, on or before the Closing Date, 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 Certificateholders and,
if applicable, the related Serviced Companion Loan Holder in accordance with the applicable terms thereof and/or of the related
Loan Documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies
of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals to the related issuer
of such letter of credit for processing) to the Master Servicer within 90 days of the Closing Date; provided that with respect
to a Servicing Shift Mortgage Loan, no such assignments shall be made until the earlier of (i) the related Servicing Shift Date,
in which case such assignments shall be made in accordance with the related Servicing Shift Mortgage Loan Pooling and Servicing
Agreement, and (ii) the earlier of (A) 180 days after the Closing Date and (B) such time as any such letter of credit is required
to be drawn upon by the Master Servicer, in which case such assignments shall be made in favor of the Trustee for the benefit
of the Certificateholders and for the benefit of the holder of the related Companion Loan, until the occurrence of the related
Servicing Shift Date. Contemporaneous with the securitization of the related Pari Passu Companion Loan evidenced by the related
Servicing Shift Lead Note, any such letter of credit shall be assigned to the related Outside Servicer or related Outside Trustee,
as applicable, as provided in the related Servicing Shift Mortgage Loan Pooling and Servicing Agreement. The applicable Mortgage
Loan Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer
to draw on such letter(s) of credit on behalf of the Trustee for the benefit of Certificateholders and, if applicable, the related
Serviced Companion Loan Holder, and shall cooperate with the reasonable requests of the Master Servicer or the Special Servicer,
as applicable, in connection with effectuating a draw under any such letter of credit prior to the date such letter of credit
is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trustee for the benefit of Certificateholders
and, if applicable, the related Serviced Companion Loan Holder.


 


With
respect to any Serviced 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


 



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Loan Seller that requires notice to or request of the related franchisor to transfer
or assign any such related comfort letter to the Trustee for the benefit of the Certificateholders (and, if applicable, the related
Serviced Companion Loan Holder(s)) 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 (and, if applicable,
the related Serviced Companion Loan Holder(s)), the related Mortgage Loan Seller or its designee shall, within 45 days of the
Closing Date (or any shorter period if required by the applicable comfort letter), provide any such required notice or make any
such required request to the related franchisor for the transfer or assignment of such comfort letter or issuance of a new comfort
letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter), with a copy of
such notice or request to the Custodian (who shall include such document in the related Mortgage File), the Special Servicer and
the Master 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.


 


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.


 


(c)       The
Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase
Agreement that it shall record and file, or cause a third party on its behalf to record and file, at the related Mortgage Loan
Seller’s expense, in the appropriate public recording office for real property records or UCC financing statements, as appropriate,
each related assignment of Mortgage and assignment of Assignment of Leases referred to in clause (4) of the definition of “Mortgage
File” and each related UCC-3 assignment referred to in clause (15) of the definition of “Mortgage File”, in
each case in favor of the Trustee. This subsection (c) shall not apply to any Outside Serviced Mortgage Loan because the
documents referred to herein have been assigned to the related Outside Trustee. Notwithstanding the foregoing, with respect to
a Servicing Shift Mortgage Loan: (A) the instruments of assignment referred to in clauses (4), (5) and (14) in the definition
of “Mortgage File” may be in blank and need not be recorded pursuant to this Agreement (to the extent recordation
would have otherwise been required) until the earliest of (i) the related Servicing Shift Date, in which case such instruments
shall be completed and, if applicable, recorded in accordance with the related Servicing Shift Mortgage Loan Pooling and Servicing
Agreement, and the related Mortgage Loan Seller shall deliver or cause the delivery of photocopies of any such instruments of
assignment so completed and recorded to the Custodian, (ii) such Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage
Loan prior to the related Servicing Shift Date, in which case such assignments shall be completed and, if applicable, recorded
in accordance with this Agreement upon such occurrence, and (iii) the expiration of 180 days following the Closing Date, in which
case assignments shall be completed and, if applicable, recordations shall be effected in accordance with this Agreement upon
such occurrence; and (B) on or promptly following the related Servicing Shift Date and upon the transfer of servicing of the related
Servicing Shift Mortgage


 



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Loan to the related Outside Servicing Agreement in accordance with the related Co-Lender Agreement, the
Custodian shall deliver the originals of all documents constituting the related Mortgage File and any other related Loan Documents
(if not a part of the related Mortgage File) in its possession (other than the documents described in clause (1) of the definition
of “Mortgage File”) to the related Outside Trustee or the Outside Custodian; provided that, prior to the delivery
of any such original documents to the related Outside Trustee or Outside Custodian, the Custodian shall make and retain photocopies
of any and all documents so delivered to the related Outside Trustee or the Outside Custodian; and provided, further, that, to
the extent any instruments of assignment that are part of the Mortgage File have been recorded or filed pursuant to this Agreement
prior to the related Servicing Shift Date, the Trustee shall execute and deliver assignments to the Outside Trustee.


 


The
Depositor hereby represents and warrants that the applicable Mortgage Loan Seller has covenanted in the related Mortgage Loan
Purchase Agreement as to each Mortgage Loan (exclusive of any Outside Serviced Mortgage Loan), that if it cannot deliver or cause
to be delivered the documents and/or instruments referred to in clauses (2), (3) and (6) (if recorded) and (15) of the definition
of “Mortgage File” solely because of a delay caused by the public recording or filing office where such document or
instrument has been delivered for recordation or filing, as applicable, a copy of the original certified by the applicable Mortgage
Loan Seller or the title agent to be a true and complete copy of the original thereof submitted for recording, shall be forwarded
to the Custodian. Each assignment referred to in the prior paragraph that is recorded and the file copy of each UCC-3 assignment
referred to in the previous paragraph shall reflect that it should be returned by the public recording or filing office to the
Custodian or its agent following recording (or, alternatively, to the applicable Mortgage Loan Seller or its designee, in which
case the applicable Mortgage Loan Seller shall deliver or cause the delivery of the recorded/filed original to the Custodian promptly
following receipt); provided that, in those instances where the public recording office retains the original assignment
of Mortgage or assignment of Assignment of Leases, the applicable Mortgage Loan Seller or its designee shall obtain and provide
to the Custodian a certified copy of the recorded original. On a monthly basis, at the expense of the applicable Mortgage Loan
Seller, the Custodian shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Custodian’s
receipt thereof.


 


If
the Custodian has received written notice that any of the aforementioned assignments is lost or returned unrecorded or unfiled,
as the case may be, because of a defect therein, then the Custodian shall direct the applicable Mortgage Loan Seller (pursuant
to the Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or cure such defect
or cause such defect to be cured, as the case may be, and to record or file, or with respect to any assignments that a third party
on the Mortgage Loan Seller’s behalf has agreed to record or file as described above, to deliver to such third party the
substitute or corrected document.


 


(d)       In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, except with respect to
any Outside Serviced Mortgage Loan, the Depositor shall direct the applicable Mortgage Loan Seller (pursuant to the related Mortgage
Loan Purchase Agreement) to deliver to and deposit with (or cause to be delivered to 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
and any related Serviced Companion Loan(s), (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) or any related Serviced Companion Loans or for evidencing or enforcing any of the rights
of the holder of the Mortgage Loans or any related Serviced Companion Loans or holders of interests therein, and (C) are in possession
or under control of the applicable Mortgage Loan Seller; and (iii) all unapplied Escrow Payments and reserve funds in the possession
or under control of the applicable Mortgage Loan Seller that relate to such Mortgage Loans and any related Serviced Companion
Loans, together with a statement indicating which Escrow Payments and reserve funds are allocable to each Mortgage Loan or any
related Serviced Companion Loan; provided that the applicable Mortgage Loan Seller shall not be required to deliver any
draft documents, privileged or other related Mortgage Loan Seller 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 a Serviced Companion Loan, on behalf of and for the benefit of the applicable Serviced Companion Loan Holder). Notwithstanding
anything to the contrary, the foregoing provisions of this Section 2.01(d) shall not apply to the Outside Serviced Mortgage
Loans. In addition, each Mortgage Loan Seller is required, pursuant to the related Mortgage Loan Purchase Agreement, to provide
to the Master Servicer the initial data with respect to its Mortgage Loans for the CREFC® Financial File and the CREFC®
Loan Periodic Update File that are required to be prepared by the Master Servicer pursuant to this Agreement.


 


(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)       With
respect to a Serviced Loan Combination, the Custodian shall also hold the related Mortgage File for the use and benefit of the
related Serviced Companion Loan Holder(s).


 


(g)       The
parties to this Agreement acknowledge and agree, with respect to the Outside Serviced Mortgage Loans, that the Trust assumes the
obligations and rights of the holder of each Outside Serviced Mortgage Loan under the respective Co-Lender Agreement and/or Outside
Servicing Agreement.


 


(h)       It
is not intended that this Agreement create a partnership or a joint-stock association.


 


(i)       The
parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides that: (1) within sixty (60) days after
the Closing Date, the related Mortgage Loan Seller is required to deliver or cause to be delivered the Diligence File for each
of its Mortgage Loans to the Depositor by uploading such Diligence Files to the Designated


 



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Site; and (2) 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 is required to provide to the Depositor (with a copy (which may be sent by email if and to the extent provided for
in Section 12.04 of this Agreement) to each of 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) an officer’s
certificate signed by such Mortgage Loan Seller certifying that the electronic copies of the documents uploaded to the Designated
Site constitute all documents required under the definition of “Diligence File” and such Diligence Files are organized
and categorized in accordance with the electronic file structure reasonably requested by the Depositor (the “Diligence
File Certification”). The Depositor shall have no responsibility for determining whether any Diligence Files delivered
to it are complete and shall have no liability to the Trust or the Certificateholders for the failure of any Mortgage Loan Seller
to deliver a Diligence File (or a complete Diligence File) to the Depositor.


 


(j)       Within
3 Business Days after the Closing Date, the Depositor shall deliver to the Master Servicer (a) the Initial Schedule AL File and
the Initial Schedule AL Additional File in XML Format and Excel format and (b) Annex A to the Prospectus in Excel format at the
following email address: ssreports@wellsfargo.com.


 


(k)       The
parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides that, contemporaneously with the execution
of such Mortgage Loan Purchase Agreement by the Depositor and the related Mortgage Loan Seller, the related Mortgage Loan Seller
is required to deliver to the Special Servicer a power of attorney (substantially in the form of Exhibit G to such Mortgage Loan
Purchase Agreement) that permits the Special Servicer 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 related Mortgage Loan which have not been delivered, assigned
or recorded at the time required for enforcement actions by the Special Servicer on behalf of the Trust Fund.


 


Section
2.02            Acceptance by the Trustee, the Custodian and the Certificate Administrator.


 


(a)       The
Trustee, by its execution and delivery of this Agreement, hereby accepts receipt, directly or through the Custodian on its behalf,
of (i) the Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files 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 Serviced
Companion Loan Holders pursuant to Section 2.01(f) of this Agreement. With respect to each Serviced Loan Combination, the
Custodian shall also hold the portion of such Mortgage File that relates to the Serviced Companion Loan in such Loan Combination
in trust for the use and benefit of the related Serviced Companion Loan Holder. In connection with the foregoing, the Certificate


 



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Administrator, as the initial Custodian, hereby certifies to each of the other parties hereto, the applicable Mortgage Loan Seller,
each Underwriter and each Initial Purchaser that, as to each Mortgage Loan, (i) all documents specified in clause (1) of the definition
of “Mortgage File” are in its possession, and (ii) the original Note (or, if accompanied by a lost note affidavit,
the copy of such Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 exceptions have been removed and (iii) the day on which the applicable Mortgage Loan Seller has repurchased
or substituted for the last affected Mortgage Loan), the Custodian shall review the documents delivered to it with respect to
each Mortgage Loan, and the Custodian shall, subject to Sections 2.01(c), 2.02(c) and 2.02(d) of this Agreement
and the terms of the respective Mortgage Loan Purchase Agreements, certify in writing (substantially in the form of Exhibit
N to this Agreement) to each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial
Purchaser (and upon request, in the case of a Serviced Loan Combination, to the related Serviced Companion Loan Holder) that,
as to each Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to
such certification, which exception report shall also be available in electronic format (including Excel-compatible format) upon
request): (i) all documents specified in clauses (1), (2), (3), (4) (other than with respect to an Outside Serviced Mortgage Loan),
(5), (6) (provided that the Custodian has been notified of any related modification), (7), (15) and (20) (for any Mortgage Loan
that is part of a Loan Combination) of the definition of “Mortgage File” are in its possession; (ii) the recordation/filing
contemplated by Section 2.01(c) of this Agreement has been completed (based solely on receipt by the Custodian (whether
that is the Certificate Administrator or any other Custodian appointed by it) of the particular recorded/filed documents); (iii)
all documents received by the Custodian with respect to such Mortgage Loan have been reviewed by the Custodian and (A) appear
regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor),
(B) appear to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations
referred to in Section 2.02(a) of this Agreement and this Section 2.02(b) and only as to the foregoing documents
(together with any Loan Agreement that has been delivered by the related Mortgage Loan Seller), the information set forth in the
Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition of “Mortgage Loan
Schedule” accurately reflects the information set forth in the Mortgage File. With respect to the items listed in clauses
(2), (3), (4) and (6) of the definition of “Mortgage File” if the original of such document is not in the Custodian’s
possession because it has not been returned from the applicable recording office, then the Custodian’s certification prepared
pursuant to this Section 2.02(b) should indicate the absence of such original. In addition, as it relates to the Outside
Serviced Mortgage Loans, with respect to the items listed in clauses (1), (2), (3), (4), (5), (6), (7), (15) and (20) of the definition
of “Mortgage File”, the Custodian’s certification prepared pursuant to this Section 2.02(b) should indicate
the absence of such document: (i) in the case of the item listed in clause (1) of the definition of “Mortgage File”,
unless the


 



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Custodian is in possession of the original of such document; and (ii) in the case of the items listed in clauses (2),
(3), (4), (5), (6), (7), (15) and (20) of the definition of “Mortgage File”, unless the Custodian is in possession
of a copy of such document. If the Custodian’s obligation to deliver the certifications contemplated in this subsection
terminates because two years have elapsed since the Closing Date, the Certificate Administrator shall deliver (or cause any other
Custodian appointed by it to deliver) a comparable certification to any party hereto, the Serviced Companion Loan Holder and any
Underwriter and any Initial Purchaser on request.


 


(c)       It
is acknowledged that none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian
is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers
relating to the Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient
or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, none
of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian shall have any responsibility
for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording
of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted
in any applicable jurisdiction.


 


(d)       The
parties hereto hereby agree 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 an Outside Serviced Mortgage Loan), (5),
(6) (provided that the Custodian has been notified of any related modification), (7), (15) and (20) (for any Mortgage Loan that
is part of a Loan Combination) 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, and such review is in no way intended to, nor shall it be used to, verify the content of any
collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering
document. Any review of the Mortgage Files by the Custodian and any certification with respect thereto is not intended to, and
shall not be deemed by the parties to this Agreement to, constitute “due diligence services” or a “third party
due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient
of the Custodian’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement
hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding
the foregoing, nothing in this Section 2.02(d) shall relieve any party to this Agreement from its obligation to deliver
information to the Rating Agencies as required under and in accordance with the terms of this Agreement.


 


(e)       If,
after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage File
or Servicing File for any Mortgage Loan, the Depositor shall promptly deliver such document to the Custodian with a copy to the
Master Servicer (if it constitutes part of the Servicing File).


 






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Section
2.03            Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files
and Breaches of Representations and Warranties.


 


(a)       If
(i) any party hereto (other than the Asset Representations Reviewer) (A) discovers or receives notice alleging that any document
constituting a part of a Mortgage File has not been properly executed, is missing, contains information that does not conform
in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular
on its face (each, a “Document Defect”) or (B) discovers or receives notice alleging a breach of any representation
or warranty of the applicable Mortgage Loan Seller made pursuant to Section 6(c) of the related Mortgage Loan Purchase Agreement
with respect to any Mortgage Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase
Request, then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class
Representative (prior to the occurrence and continuance of a Consultation Termination Event), the other parties hereto, any related
Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant
to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered
to such Persons pursuant to this sentence). If any such Document Defect or Breach materially and adversely affects, or any such
Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely affect, the
value of the related Mortgage Loan, the value of the related Mortgaged Property (or any related REO Property) or the interests
of the Trustee or any Certificateholder in the related Mortgage Loan or the related Mortgaged Property (or any related REO Property)
or causes any Mortgage Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.03(b),
constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”,
as the case may be. The Enforcing Servicer shall determine, with respect to any affected Mortgage Loan or REO Mortgage Loan, whether
a Document Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined
to be a Material Defect, then the Enforcing Servicer shall give prompt written notice to the other parties hereto, the Controlling
Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage
Loan Seller (a) notifying such parties of the existence of such Material Defect and (b) demanding that the applicable Mortgage
Loan Seller, not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and (y)
receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect (or, in the case of a Material
Defect relating to a Mortgage Loan not being a Qualified Mortgage, not later than 90 days from any party discovering such Material
Defect), cure the same in all material respects (which cure shall include payment of losses and any Additional Trust Fund Expenses
associated therewith (including, if applicable, the amount of any fees of the Asset Representations Reviewer payable pursuant
to the related Mortgage Loan Purchase Agreement attributable to the Asset Review of such Mortgage Loan)) or, if such Material
Defect cannot be cured within such 90 day period, either (before the end of such 90-day period) (i) repurchase the affected Mortgage
Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage Loan) at
the applicable Purchase Price by wire transfer of immediately available funds to the Collection Account or (ii) substitute a Qualified
Substitute Mortgage Loan for such affected Mortgage Loan (provided that in no event shall any such substitution occur on
or after the


 



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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 90 day 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
90 day period, then such Mortgage Loan Seller shall have an additional 90 days to complete such cure or, in the event of a failure
to so cure, to complete such repurchase or substitution (it being understood and agreed that, in connection with such Mortgage
Loan Seller’s receiving such additional 90 day period, such Mortgage Loan Seller shall deliver an Officer’s Certificate
to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator setting forth the reasons such Material
Defect is not capable of being cured within the initial 90 day period and what actions such Mortgage Loan Seller is pursuing in
connection with the cure thereof and stating that such Mortgage Loan Seller anticipates that such Material Defect will be cured
within such additional 90 day period); and provided, further, that, if any such Material Defect is still not cured
after the initial 90 day period and any such additional 90 day period solely due to the failure of such Mortgage Loan Seller to
have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase
and/or substitution obligations in respect of such Material Defect so long as such Mortgage Loan Seller certifies to the Trustee,
the Master Servicer, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Material Defect
is still in effect solely because of its failure to have received the recorded document and that such Mortgage Loan Seller is
diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, repurchase
or substitution may continue beyond the date that is 18 months following the Closing Date. If the affected Mortgage Loan is to
be repurchased, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the
Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the
Collection Account as the account to which funds in the amount of the Substitution Shortfall Amount are to be wired. Any such
repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect
to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments
due with respect to each Mortgage Loan being repurchased or replaced after the related Cut-Off Date and received by the Master
Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, shall be
part of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the
related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan being repurchased or
replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase
or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller
effecting the related repurchase or substitution promptly following receipt. 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. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a)
if the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan,
in which case, absent a cure (including by the making of a


 



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Loss of Value Payment pursuant to the following paragraph) of the relevant
Material Defect, the affected Mortgage Loan will be required to be repurchased.


 


Notwithstanding
the foregoing provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations
with respect to any Material Defect as set forth in the preceding paragraph, to the extent that such Mortgage Loan Seller and
the Enforcing Servicer (subject to the consent of the Controlling Class Representative so long as no Control Termination Event
has occurred and is continuing and other than with respect to an Excluded Mortgage Loan), are able to agree upon a cash payment
payable by such Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material Defect
(a “Loss of Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss
of Value Payment to the Trust, and 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 3.06(c) of this Agreement; provided that 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. In connection with the Enforcing
Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon
the Enforcing Servicer’s request, promptly provide the Enforcing Servicer with a copy of the Servicing File for such Mortgage
Loan and any other information relating to such Mortgage Loan and reasonably requested by the Enforcing Servicer. Any agreement
by the Enforcing Servicer with a Mortgage Loan Seller as to any Loss of Value Payment with respect to a Specially Serviced Loan
shall be subject to the consent of the Controlling Class Representative (so long as no Control Termination Event has occurred
and is continuing and other than with respect to an Excluded Mortgage Loan). 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 of the
Asset Representations Reviewer attributable to any Asset Review of such Mortgage Loan. Upon its making a Loss of Value Payment,
the related Mortgage Loan Seller shall be deemed to have cured the subject Material Defect in all respects. Provided that such
Loss of Value Payment is made, this paragraph describes the sole remedy available to the Certificateholders or the Trust regarding
any such Material Defect in respect of which such Loss of Value Payment is accepted, and the related Mortgage Loan Seller shall
not be obligated to repurchase or replace the affected Mortgage Loan or otherwise cure such Material Defect. This paragraph is
intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer,
provided that, prior to any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller
or the Enforcing Servicer, as applicable, from exercising any of its rights related to a Material Defect in the manner and within
the time frames 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).


 


If
(x) a Mortgage Loan is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y)
such Defective Mortgage Loan is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not
constitute a Material Defect as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other
Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as the case may be)
shall be deemed to constitute a Material Defect as to each such Other Crossed Loan for purposes of the above provisions, and the
related Mortgage Loan Seller shall be


 



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obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions
above unless, in the case of such Breach or Document Defect, as applicable:


 


(A)       the
related Mortgage Loan Seller (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the Special
Servicer an Opinion of Counsel to the effect that such Mortgage Loan Seller’s repurchase or replacement of only the Mortgage
Loan(s) as to which a Material Defect has actually occurred without regard to the provisions of this paragraph (the “Affected
Loan(s)”) and the operation of the remaining provisions of this Section 2.03(a) (i) will not cause either Trust
REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of
subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding and (ii) will not result
in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited
transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section
860G(d) of the Code); and


 


(B)       each
of the following conditions would be satisfied if the related Mortgage Loan Seller were to repurchase or replace only the Affected
Loans and not the Other Crossed Loans:


 


(1)       the
debt service coverage ratio for such Other Crossed Loan(s) (excluding the Affected Loan(s)) for the four calendar quarters immediately
preceding the repurchase or replacement is not less than the lesser of (A) 0.10x below the debt service coverage ratio for the
Cross-Collateralized Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus and (B) the debt service
coverage ratio for the Cross-Collateralized Group (including the Affected Loan(s)) for the four preceding calendar quarters preceding
the repurchase or replacement;


 


(2)       the
loan-to-value ratio for the Other Crossed Loans (excluding the Affected Loan(s)) is not greater than the greatest of (A) the loan-to-value
ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the
Affected Loan(s)) set forth in Annex A to the Prospectus plus 10%, (B) the loan-to-value ratio, expressed as a whole
number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected Loan(s)) at the time
of repurchase or replacement and (C) 75%; and


 


(3)       either
(x) the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group will not impair
the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group
or (y) the Loan Documents evidencing and securing the relevant Mortgage


 



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Loans have been modified in a manner that complies with
the related Mortgage Loan Purchase Agreement and this Agreement and that removes any threat of impairment of the ability to exercise
remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group as a result of the exercise
of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group.


 


The
determination of the Enforcing Servicer as to whether the conditions set forth above have been satisfied shall be conclusive and
binding in the absence of manifest error on the Certificateholders, other parties to this Agreement and the related Mortgage Loan
Seller. The Enforcing Servicer will be entitled to cause to be delivered, or direct the related Mortgage Loan Seller to cause
to be delivered, to the Enforcing Servicer an Appraisal of any or all of the related Mortgaged Properties for purposes of determining
whether the condition set forth in clause (B)(2) above has been satisfied, in each case at the expense of the related Mortgage
Loan Seller if the scope and cost of the Appraisal is approved by the related Mortgage Loan Seller and, prior to the occurrence
and continuance of a Control Termination Event, the Controlling Class Representative (such approval not to be unreasonably withheld
in each case).


 


With
respect to any Defective Mortgage Loan that forms a part of a Cross-Collateralized Group and as to which the conditions described
in the second preceding paragraph are satisfied, such that the Trust Fund will continue to hold the Other Crossed Loans, the related
Mortgage Loan Seller and the Trustee, as successor to the Depositor, are bound by an agreement (set forth in the related Mortgage
Loan Purchase Agreement) to forbear from enforcing any remedies against the other’s Primary Collateral but each is permitted
to exercise remedies against the Primary Collateral securing its respective Mortgage Loans, including with respect to the Trustee,
the Primary Collateral securing the Affected Loan(s) still held by the Trust Fund. If the exercise of remedies by one such party
would impair the ability of the other such party to exercise its remedies with respect to the Primary Collateral securing the
Affected Loan or the Other Crossed Loans, as the case may be, held by the other such party, then both parties have agreed to forbear
from exercising such remedies unless and until the Loan Documents evidencing and securing the relevant Mortgage Loans can be modified
in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the threat of impairment as a result of
the exercise of remedies. Any reserve or other cash collateral or letters of credit securing any of the Mortgage Loans that form
a Cross-Collateralized Group shall be allocated between such Mortgage Loans in accordance with the related Loan Documents, or
otherwise on a pro rata basis based upon their outstanding Stated Principal Balances. All other terms of the related Mortgage
Loans shall remain in full force and effect, without any modification thereof. The provisions of this paragraph shall be binding
on all future holders of each Mortgage Loan that forms part of a Cross-Collateralized Group.


 


Pursuant
to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties securing
a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged
Property(ies) may be released pursuant to the terms of any partial release provisions in the related Loan Documents (and such
Mortgaged Property(ies) is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set
forth in the related Loan Documents


 



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and the related Mortgage Loan Seller provides an opinion of counsel to the effect that such
release would not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition of a tax upon any Trust
REMIC or the Trust and (iii) each Rating Agency has provided a Rating Agency Confirmation.


 


To
the extent necessary and appropriate, the Master Servicer or Special Servicer, as applicable, shall execute (pursuant to a limited
power of attorney provided by the Trustee that enables the Master Servicer or Special Servicer, as applicable, to execute) the
modification of the Loan Documents that complies with the applicable Mortgage Loan Purchase Agreement to remove the threat of
impairment of the ability of the Mortgage Loan Seller or the Trust Fund to exercise its remedies with respect to the Primary Collateral
securing the Mortgage Loan(s) held by such party resulting from the exercise of remedies by the other such party; provided
that the Trustee shall not be liable for any misuse of any such power of attorney by the Master Servicer or Special Servicer,
as applicable, or any of its agents or subcontractors. The Master Servicer shall advance all costs and expenses incurred by the
Trustee, the Special Servicer and the Master Servicer with respect to any Cross-Collateralized Group pursuant to this paragraph
and the first, second and third preceding paragraphs, and such advances and interest thereon shall (i) constitute and be reimbursable
as Property Advances and (ii) be included in the calculation of Purchase Price for the Affected Loan(s) to be repurchased or replaced.
Neither the Master Servicer nor the Special Servicer shall be liable to any Certificateholder or any other party hereto if a modification
of the Loan Documents described above cannot be effected for any reason beyond the control of the Master Servicer or the Special
Servicer or should not be effected as determined by the Master Servicer or Special Servicer, as applicable, in accordance with
the Servicing Standard.


 


If
the Master Servicer, the Special Servicer or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase
Request of which notice has been previously received or given and which withdrawal is by the Person making such Repurchase Request
(a “Repurchase Request Withdrawal”), such party shall give written notice of such Repurchase Request Withdrawal
to the applicable Mortgage Loan Seller, the other parties hereto, the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event), any Serviced Companion Loan Holder (if applicable) and, for posting to the
Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information
Provider (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If the Master Servicer
or the Special Servicer receives a Repurchase Communication that any Mortgage Loan that was subject of a Repurchase Request has
been repurchased or replaced (a “Repurchase”), or that such Repurchase Request has been rejected (a “Repurchase
Request Rejection”), then the Master Servicer or the Special Servicer, as applicable, shall (in accordance with the
following paragraph) give written notice of such Repurchase or Repurchase Request Rejection to the other such party, the Depositor,
the applicable Mortgage Loan Seller (unless it is the entity that has repurchased or replaced the subject Mortgage Loan or rejected
such Repurchase Request), and the Certificate Administrator (in each case unless the proposed recipient is the party that notified
the Master Servicer or the Special Servicer, as applicable, thereof).


 


Each
notice of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be given
by a party pursuant to this Section 2.03(a) (each, a “Rule 15Ga-1 Notice”) shall be given no later than
ten (10) Business Days


 



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after receipt of a Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal,
Repurchase or Repurchase Request Rejection, as applicable, and shall include (i) the identity of the related Mortgage Loan and
the Person making the Repurchase Request, (ii) the date that the Repurchase Communication regarding the Repurchase Request, Repurchase
Request Withdrawal, Repurchase or Repurchase Request Rejection was received, as applicable, (iii) if known, the basis for the
Repurchase Request (as asserted in the Repurchase Request) and (iv) in the case of Rule 15Ga-1 Notices provided by the Special
Servicer with respect to a Repurchase Request, a statement as to whether the Special Servicer currently plans to pursue such Repurchase
Request.


 


If
the Trustee, the Master Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or
the Custodian receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a
Repurchase Request Rejection, then such party shall promptly forward such Repurchase Communication of such Repurchase Request,
Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection to the Special Servicer and, prior to the occurrence
and continuance of a Consultation Termination Event, the Controlling Class Representative, and include the following statement
in the related correspondence: “This is a Repurchase Communication regarding [a “Repurchase Request”] [a “Repurchase
Request Withdrawal”] [a “Repurchase”] [a “Repurchase Request Rejection”] under Section 2.03(a) of
the Pooling and Servicing Agreement relating to the Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B9, requiring action by you as the recipient of such [Repurchase Request] [Repurchase Request Withdrawal] [Repurchase]
[Repurchase Request Rejection] thereunder”. Upon receipt of any Repurchase Communication of a Repurchase Request, Repurchase
Request Withdrawal, Repurchase or Repurchase Request Rejection by the Special Servicer pursuant to the foregoing provisions of
this paragraph, the Special Servicer shall be deemed to be the recipient of such Repurchase Communication of such Repurchase Request,
Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, and the Special Servicer shall comply with the notice
procedures set forth in the preceding paragraphs of this Section 2.03(a) with respect to such Repurchase Communication
of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection.


 


No
Person that is required to provide a Rule 15Ga-1 Notice pursuant to this Section 2.03(a) (a “Rule 15Ga-1 Notice
Provider”) shall be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege
or attorney work product doctrines. Each Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice provided
pursuant to this Section 2.03(a) is so provided only to assist the related Mortgage Loan Seller, the Depositor and their
respective Affiliates to comply with Rule 15Ga-1, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation
and (ii)(A) no action taken by, or inaction of, a Rule 15Ga-1 Notice Provider and (B) no information provided pursuant to this
Section 2.03(a) by a Rule 15Ga-1 Notice Provider in a Rule 15Ga-1 Notice shall be deemed to constitute a waiver or defense
to the exercise of any legal right the Rule 15Ga-1 Notice Provider may have with respect to the related Mortgage Loan Purchase
Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice.


 






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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.


 


(b)       Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver the documents
referred to in clauses (1), (2), (7), (8) and (18) in the definition of “Mortgage File” in accordance with this Agreement
and the applicable Mortgage Loan Purchase Agreement for any Mortgage Loan shall be deemed a Material Document Defect; provided,
however, that no Document Defect (except a deemed Material Document Defect described above) shall be considered to be a
Material Document Defect unless the document with respect to which the Document Defect exists is required in connection with an
imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan, defending any claim asserted by
any Mortgagor or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral
securing the Mortgage Loan or for any immediate significant servicing obligation.


 


Notwithstanding
any provision of this Agreement, 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, self-storage facility, theater
or fitness center (operated by a Mortgagor), then the failure to deliver copies of the UCC financing statements with respect to
such Mortgage Loan shall not be a Material Defect.


 


(c)       In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan pursuant to this
Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer shall
each tender to the applicable repurchasing entity, upon delivery to each of them of a receipt executed by the applicable repurchasing
entity evidencing such repurchase or substitution, all portions of the Mortgage File and other documents (including, without limitation,
the Servicing File), and all Escrow Payments and reserve funds, pertaining to such Mortgage Loan possessed by it, and each document
that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to the applicable
Mortgage Loan Seller or its designee in the same manner, but only if the respective documents have been previously assigned or
endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant
to which such documents were previously assigned to the Trustee or as otherwise reasonably requested to effect the retransfer
and reconveyance of the Mortgage Loan and the security thereof to the Mortgage Loan Seller or its designee; provided that
such tender by the Trustee, the Certificate Administrator and/or and the Custodian shall be conditioned upon its receipt from
the Master Servicer of a Request for Release and an Officer’s Certificate to the effect that the requirements for repurchase
or substitution have been satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare,
execute and deliver in its own name, on behalf of the Certificateholders and the Trustee or any of them, the endorsements and
assignments contemplated by this Section 2.03(c), and such other instruments as may be necessary or appropriate to transfer
title to an REO Property (including with respect to an Outside Serviced Mortgage Loan) in connection with the repurchase of, or
substitution for, an REO Mortgage


 



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Loan and the Trustee shall execute and deliver any powers of attorney necessary to permit the
Master Servicer to do so; provided, however, that the Trustee shall not be held liable for any misuse of any such
power of attorney by the Master Servicer or any of its agents or subcontractors. The parties to this Agreement acknowledge that
the related Mortgage Loan Purchase Agreement provides that in the event a Qualified Substitute Mortgage Loan is substituted for
a Defective Mortgage Loan by the related Mortgage Loan Seller as contemplated by this Section 2.03, the related Mortgage
Loan Seller will be required to deliver to the Custodian the related 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.


 


The
parties to this Agreement acknowledge that the related Mortgage Loan Purchase Agreement provides that if any Mortgage Loan is
to be repurchased or replaced as contemplated by this Section 2.03, the related Mortgage Loan Seller will be required to
amend the Mortgage Loan Schedule (as such term is defined in the related Mortgage Loan Purchase Agreement) to reflect the removal
of any deleted Mortgage Loan and, if applicable, the substitution of the related Qualified Substitute Mortgage Loan(s) and deliver
or cause the delivery of such amended Mortgage Loan Schedule (as such term is defined in the related Mortgage Loan Purchase Agreement)
to the parties to this Agreement. Upon any substitution of a Qualified Substitute Mortgage Loan for a deleted Mortgage Loan, such
Qualified Substitute Mortgage Loan shall become part of the Trust Fund and be subject to the terms of this Agreement in all respects.


 


(d)       The
related Mortgage Loan Purchase Agreement provides the sole remedies available to the Certificateholders, or the Trustee on behalf
of the Certificateholders, respecting any Document Defect or Breach with respect to any Mortgage Loan.


 


(e)       [RESERVED]


 


(f)       (i)
In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage
Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party
shall promptly forward that Certificateholder Repurchase Request to the Enforcing Servicer, and the Enforcing Servicer shall promptly
forward that Certificateholder Repurchase Request to the applicable Mortgage Loan Seller and each other party to this Agreement.


 


(ii)       In
the event that any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or
the Operating Advisor (solely in its capacity as operating advisor) determines that a Mortgage Loan should be repurchased or replaced
due to a Material Defect, or has knowledge of a Material Defect with respect to a Mortgage Loan, then such party shall deliver
prompt written notice of such Material Defect to the Enforcing Servicer identifying the applicable Mortgage Loan and setting forth
the basis for such allegation (a “PSA Party Repurchase Request”). Notwithstanding anything to the contrary
in the first sentence of this clause (ii) or any other provision of this Agreement, the Trustee may, but is not obligated
to, make a determination that a Mortgage Loan should be repurchased or replaced due to


 



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a Material Defect. The Enforcing Servicer
shall promptly forward such PSA Party Repurchase Request to the applicable Mortgage Loan Seller and each other party to this Agreement.
Subject to subsections (g), (h), (i), (j) and (k) of this Section 2.03, the Enforcing Servicer shall act as the Enforcing
Party and enforce the rights of the Trust against the related Mortgage Loan Seller with respect to each Repurchase Request. The
Enforcing Servicer shall enforce the obligations of the Mortgage Loan Sellers under the Mortgage Loan Purchase Agreements (including,
without limitation, obligations resulting from a Material Defect) pursuant to the terms of this Agreement and the Mortgage Loan
Purchase Agreements. Subject to the provisions of the applicable Mortgage Loan Purchase Agreement and this Agreement, such enforcement,
including, without limitation, the legal prosecution of claims, if any, shall be carried out in such form, to such extent and
at such time as the Enforcing Servicer would require were it, in its individual capacity, the owner of the affected Mortgage Loan,
and in accordance with the Servicing Standard. Any costs incurred by the Enforcing Servicer with respect to the enforcement of
the obligations of a Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall be deemed to be Property
Advances, to the extent not recovered from the Mortgage Loan Seller or the applicable Requesting Certificateholder and/or Consultation
Requesting Certificateholder.


 


(iii)       In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(g) below 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 in a commercially reasonable manner. The fact that a Repurchase Request has been Resolved pursuant to clause (vi)
of the definition of “Resolved” shall not preclude the Enforcing Servicer from exercising any of its rights related
to a Material Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan Purchase Agreement
or as provided by law.


 


(g)       (i)
After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request
was initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a
notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to the address
specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator who shall
make such notice available to all other Certificateholders and Certificate Owners by posting such notice on the Certificate Administrator’s
Website indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request. 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, or (b) the Enforcing
Servicer’s intended course of action is to pursue further action to exercise rights against the related Mortgage Loan Seller
with respect to the Repurchase Request but a Requesting Certificateholder does not agree with the course of action selected by
the Enforcing Servicer and, in the case of clause (a) or (b), a Requesting Certificateholder wishes to exercise its right to refer
the matter to mediation (including non-binding arbitration) or arbitration, if any, then a Requesting Certificateholder may deliver
to the Enforcing Servicer a written notice


 



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 (a “Preliminary Dispute Resolution Election Notice”) within 30 days
from the date the Proposed Course of Action Notice was posted on the Certificate Administrator’s Website (the 30th day following
the date of posting, the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to
refer the matter to either mediation (including non-binding arbitration) or arbitration. In addition, any Certificateholder or
Certificate Owner may deliver, prior to the Dispute Resolution Cut-off Date, a written notice (a “Consultation Election
Notice”) requesting the right to participate in any Dispute Resolution Consultation (as defined in clause (iii)
below) that is conducted by the Enforcing Servicer following the Enforcing Servicer’s receipt of a Preliminary Dispute Resolution
Election Notice as provided in clause (iii) below.


 


(ii)       If
no Requesting Certificateholder delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off
Date, then no Certificateholder or Certificate Owner shall have the right to refer the Repurchase Request to mediation or arbitration,
and the Enforcing Servicer 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 6.09.


 


(iii)      Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from a Requesting
Certificateholder, the Enforcing Servicer shall consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s
intention to elect either mediation (including non-binding arbitration) or arbitration as the dispute resolution method with respect
to the Repurchase Request, and with any Consultation Requesting Certificateholder (the “Dispute Resolution Consultation”)
so that such Requesting Certificateholder and such Consultation Requesting Certificateholder may consider the views of the Enforcing
Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur
and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall
be entitled to establish procedures the Enforcing Servicer deems 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 Certificateholder or a Consultation Requesting Certificateholder 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 Certificateholder or Consultation Requesting Certificateholder timely
delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then no Certificateholder or Certificate Owner
shall have any further right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer 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.


 






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(v)       If
a Requesting Certificateholder or Consultation Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then such Requesting Certificateholder or Consultation Requesting Certificateholder shall become
the Enforcing Party and must promptly submit the matter to mediation (including non-binding arbitration) or arbitration. If more
than one Requesting Certificateholder or Consultation Requesting Certificateholder timely deliver a Final Dispute Resolution Election
Notice, then such Requesting Certificateholders and/or Consultation Requesting Certificateholders shall collectively become the
Enforcing Party, and the holder or holders of a majority of the Voting Rights among such Requesting Certificateholders and/or
Consultation Requesting Certificateholders shall be entitled to make all decisions relating to such mediation or arbitration (including
whether to refer the matter to mediation (including non-binding arbitration) or arbitration). If, however, no Requesting Certificateholder
or Consultation Requesting Certificateholder 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 any Requesting Certificateholder or Consultation Requesting Certificateholder to act as the Enforcing Party shall terminate
and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration,
(ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer will 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 will not be deemed waived with respect
to the Enforcing Servicer to the extent there is a material change from the facts and circumstances known to it at the time when
the Proposed Course of Action Notice was delivered by the Enforcing Servicer, 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 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(g) shall not apply, and the Enforcing
Servicer shall be the sole party entitled to enforce the Trust’s rights against the related Mortgage Loan Seller, if the
Enforcing Servicer has commenced litigation with respect to the Repurchase Request, or determines in accordance with the Servicing
Standard that it is in the best interest of Certificateholders to commence litigation with respect to the Repurchase Request to
avoid the running of any applicable statute of limitations.


 


(vii)     In
the event a Requesting Certificateholder or Consultation Requesting Certificateholder 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 as further
described herein.


 


(viii)    For
the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller nor any of their respective affiliates shall be entitled
to be a Requesting Certificateholder or Consultation Requesting Certificateholder.


 






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(ix)      The
Requesting Certificateholders or Consultation Requesting Certificateholders are entitled to elect either mediation or arbitration
with respect to a Repurchase Request in their sole discretion; provided, however, no Requesting Certificateholder or Consultation
Requesting Certificateholder shall be entitled to then utilize the alternative method in the event that the initial method is
unsuccessful, and no other Certificateholder or Certificate Owner shall be entitled to elect either arbitration or mediation in
the event a mediation or arbitration is undertaken with respect to such Repurchase Request.


 


(h)       If
the Enforcing Party selects mediation (including non-binding arbitration), the following provisions shall apply:


 


(i)       The
mediation shall be administered by a nationally recognized mediation organization selected by the applicable Mortgage Loan Seller
within 30 days of receipt of written notice of the Enforcing Party’s selection of mediation (such provider, the “Mediation
Services Provider”) in accordance with published mediation procedures (the “Mediation Rules”) promulgated
by the Mediation Services Provider.


 


(ii)       The
mediator shall be impartial, an attorney admitted to practice in the State of New York and have at least fifteen (15) years of
experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters 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 qualified 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)      Prior
to accepting an appointment, the mediator 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)     The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business
Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(v)       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 (any such expenses allocated to the
Enforcing Servicer shall be reimbursed as provided in clause (vi) below).


 


(vi)      Out-of-pocket
costs and expenses of the Enforcing Servicer for mediation or arbitration, to the extent not agreed to be paid by the Enforcing
Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case of arbitration),
shall be reimbursable as expenses of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of
this Agreement.


 






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(i)       If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)       The
arbitration shall be administered by a nationally recognized arbitration organization selected by the related Mortgage Loan Seller
within 30 days of receipt of written notice of the Enforcing Party’s selection of third-party arbitration (such provider,
the “Arbitration Services Provider”) in accordance with published arbitration procedures (the “Arbitration
Rules”) promulgated by the Arbitration Services Provider.


 


(ii)       The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters
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 14 days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services Provider
will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to the extent
possible.


 


(iii)      Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)      After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of
expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of
Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post
hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)       Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith
voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in
good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability to grant
the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


 


(vi)      The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any
post-hearing submissions.


 


 



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The arbitrator shall resolve the dispute in accordance with the terms of the 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 will 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.


 


(j)       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 of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York 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 shall 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


 



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required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify
the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)      In
the event a Requesting Certificateholder or Consultation Requesting Certificateholder is the Enforcing Party, the agreement with
the arbitrator or mediator, as the case may be, shall be required to contain an acknowledgment that the Trust, or the Enforcing
Servicer on its behalf, shall be a party to any arbitration or mediation proceedings solely for the purpose of being the beneficiary
of any award in favor of the Enforcing Party; provided that the degree and extent to which the Enforcing Servicer actively
prepares for and participates in such proceeding shall be determined by such Enforcing Servicer in consultation with the Directing
Holder (but, if the Controlling Class Representative is the related Directing Holder, only if no Consultation Termination Event
has occurred and is continuing and only if an Excluded Mortgage 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, shall provide that in the event
a Requesting Certificateholder or Consultation Requesting Certificateholder is allocated any related costs and expenses pursuant
to the terms of the arbitrator’s decision or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer
acting on its behalf shall be responsible for any such costs and expenses allocated to the Requesting Certificateholder or Consultation
Requesting Certificateholder.


 


(v)       In
the event a Requesting Certificateholder or Consultation Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder
or Consultation Requesting Certificateholder is required 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 Enforcing Servicer or a trustee, acting on its behalf), the Depositor or any 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 (1) the
Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided
in Section 5.07, (2) to the extent that the Enforcing Servicer is required under Section 2.03(a) to provide any
Rule 15Ga-1 Notice in connection with such Repurchase Request, the Enforcing Servicer shall be permitted to include in such Rule
15Ga-1 Notice the information required pursuant to Section 2.03(a) and (3) the applicable Mortgage Loan Seller shall be
permitted to disclose information related to the Repurchase Request to the extent necessary to comply with its obligations under
Rule 15Ga-1 or Item 1104 of Regulation AB.


 






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(vii)     For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder or Consultation Requesting
Certificateholder to refer a Repurchase Request to mediation or arbitration or to participate in such mediation or arbitration
affect in any manner the ability of the Special Servicer to perform its obligations with respect to a Specially Serviced Loan
(including without limitation, a liquidation, foreclosure, negotiation of a loan modification or workout, acceptance of a discounted
pay off or deed-in-lieu, or bankruptcy or other litigation) 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 expenses of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of this Agreement.


 


Section
2.04           Representations and Warranties of the Depositor.


 


(a)       The
Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders and the
Serviced Companion Loan Holders, and to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and the Certificate Administrator, as of the Closing Date, that:


 


(i)       The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and
is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property
or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse
effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate
action to authorize the execution, delivery and performance of this Agreement 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 organizational documents


 



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of the Depositor or, after giving effect to the consents
or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule,
regulation, judgment, decree or order binding on the Depositor or its properties, or any of the provisions of any indenture or
agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition
of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other
instrument or (B) require any consent of, notice to, or filing with any person, entity or governmental body, which has not been
obtained or made by the Depositor, except where, in any of the instances contemplated by clause (A) above or this clause (B),
the failure to do so will not have a material and adverse effect on the consummation of any transactions contemplated by this
Agreement;


 


(iv)     There
is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened
against the Depositor in any court or by or before any other governmental agency or instrumentality the outcome of which could
be reasonably expected to materially and adversely affect the validity of the Mortgage Loans or the ability of the Depositor to
carry out the transactions contemplated by this Agreement;


 


(v)      The
Depositor is not transferring the Mortgage Loans to the Trustee with any intent to hinder, delay or defraud its present or future
creditors;


 


(vi)      No
proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;


 


(vii)     Immediately
prior to the transfer of the Mortgage Loans to the Trustee for the benefit of the Certificateholders pursuant to this Agreement,
the Depositor had such right, title and interest in and to each Mortgage Loan as was transferred to it by the related 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 the Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase Agreements) to any Person other than the Trustee; and


 


(ix)      The
Depositor is transferring all of its right, title and interest in and to the Mortgage Loans (as such was transferred to it by
the Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase Agreements) to the Trustee for the benefit of the Certificateholders
free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor.


 


(b)       The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in


 



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this Section which materially and adversely affects the interests of any
party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section
2.05           Representations, Warranties and Covenants of the Master Servicer.


 


(a)       The
Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the
Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that:


 


(i)       The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event
that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement
or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does
or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this
Agreement or the financial condition of the Master Servicer;


 


(iii)      The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


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


 






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(v)       The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform
its obligations under this Agreement or the financial condition of the Master Servicer;


 


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


 


(vii)     Each
officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans
and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by
Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance
with the requirements of Section 3.08(c) of this Agreement; and


 


(viii)    No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that
previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are
not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained)
in connection with the Master Servicer’s subsequent performance of this Agreement.


 


(b)       The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any
party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 






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Section
2.06           Representations, Warranties and Covenants of the Special Servicer.


 


(a)       The
Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the
Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating
Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that:


 


(i)       The
Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Florida, and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of
this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents or by-laws
or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any
of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer
to perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(iii)      The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


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


 


(v)       The
Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, 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 Special
Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the


 



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Special
Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


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


 


(vii)     Each
officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer
pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of
Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage
required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage
in compliance with the requirements of Section 3.08(c) of this Agreement; and


 


(viii)    No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that
previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are
not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained)
in connection with the Special Servicer’s subsequent performance of this Agreement.


 


(b)       The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any
party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to
the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence
and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section
2.07           Representations and Warranties of the Trustee.


 


(a)       The
Trustee hereby represents and warrants for the benefit of the Certificateholders, and the Serviced Companion Loan Holders, and
to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the
Certificate Administrator, as of the Closing Date, that:


 






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(i)       The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise
and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will
not violate the Trustee’s articles of association or by-laws or shareholders’ resolutions or constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or
any of its assets;


 


(iii)      Except
to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or
separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the
Trustee has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)      This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited
by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting
the rights of creditors generally, (B) general principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting
to provide indemnification or contribution with respect to violations of securities laws;


 


(v)       The
Trustee is not in violation of, and the execution and delivery of this Agreement by the Trustee and its performance and compliance
with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order,
law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction,
which violation would have consequences that would materially and adversely affect the financial condition of the Trustee or might
have consequences that would materially affect the ability of the Trustee to perform its duties hereunder or thereunder;


 


(vi)      No
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such
approval has been obtained prior to the Closing Date; and


 






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(vii)     No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit its
entering into or materially and adversely affect its ability to perform its obligations under this Agreement.


 


(b)       The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any
party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section
2.08           Representations and Warranties of the Certificate Administrator.


 


(a)       The
Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders
and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations
Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)       The
Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority,
power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations
under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of
this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’
resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party
or which may be applicable to the Certificate Administrator or any of its assets;


 


(iii)      The
Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)     This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement,


 



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except as such enforcement
may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating
to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions
providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


(v)       The
Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator
and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order
or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United
States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the
financial condition of the Certificate Administrator or might have consequences that would materially affect the ability of the
Certificate Administrator to perform its duties hereunder or thereunder;


 


(vi)      No
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or
if required, such approval has been obtained prior to the Closing Date; and


 


(vii)     No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement.


 


(b)       The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any
party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering
such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion
Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section
2.09           Representations, Warranties and Covenants of the Operating Advisor.


 


(a)       The
Operating Advisor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders
and the Serviced Companion Loan


 



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Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator,
as of the Closing Date, that:


 


(i)       The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of New York; and the Operating Advisor is in compliance with the laws of each jurisdiction in which a Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not violate the Operating Advisor’s organizational documents or constitute a default (or an
event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does
or is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;


 


(iii)      The
Operating Advisor has the full power and authority to enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)      This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof,
subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and
other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations regarding the enforceability
of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


(v)       The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Operating
Advisor to perform its obligations under this Agreement;


 


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


 






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(vii)     The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect, which complies with the requirements
of Section 3.08 hereof;


 


(viii)    The
Operating Advisor is an Eligible Operating Advisor; and


 


(ix)       No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Operating Advisor of the transactions contemplated by this Agreement, except for
any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the Closing Date, and
which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations
hereunder.


 


(b)       The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any
party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section
2.10           Representations, Warranties and Covenants of the Asset Representations Reviewer.


 


(a)       The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders
and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator,
as of the Closing Date, that:


 


(i)       The
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 jurisdiction in which
a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not violate the Asset Representations Reviewer’s organizational
documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any
of its assets, in each case, which does or is likely to


 



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materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(iii)      The
Asset Representations Reviewer 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 Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance
with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization,
moratorium and other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations regarding
the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations
of securities laws;


 


(v)       The
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 do not constitute a violation of, any law, any order or decree of any court or arbiter,
or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability
of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


(vi)      No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer that 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 insurance coverage that is in full force and effect, which complies with
the requirements of Section 3.08 hereof;


 


(viii)    The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer; and


 


(ix)       No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Asset Representations Reviewer of the transactions contemplated by this Agreement,
except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the Closing
Date, and which, if not


 



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obtained would not have a materially adverse effect on the ability of the Asset Representations Reviewer
to perform its obligations hereunder.


 


(b)       The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any
party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section
2.11           Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests.


 


The
Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the
Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to
the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause
(i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class
R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and
(iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of
the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior
sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and
Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the
Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property
constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) the Trustee acknowledges and
hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier
Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the
Non-Vertically Retained Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause
(ii), (A) the Class VRR Upper-Tier Regular Interest (together with the other classes of REMIC regular interests in the
Upper-Tier REMIC) and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute
and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Non-Vertically Retained Regular
Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest and the Upper-Tier Residual
Interest), registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The
Depositor hereby conveys all right, title and interest in and to any VRR Specific Grantor Trust Assets, any Class S Specific
Grantor Trust Assets and any other property constituting the Grantor Trust to the Trustee, receipt of which is hereby
acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon 
  



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the order of the Depositor, the Grantor
Trust Certificates in exchange for the conveyance pursuant to the prior sentence.


 


Section
2.12           Miscellaneous REMIC and Grantor Trust Provisions.


 


(a)       The
Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class
LF, Class LG, Class LH, Class LJ and Class LVRR Lower-Tier Regular Interests are hereby designated as “regular interests”
in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the
Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within
the meaning of Code Section 860G(a)(2).


 


(b)       The
Non-Vertically Retained Regular Certificates and the Class VRR Upper-Tier Regular Interest are hereby designated as “regular
interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced
by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC
within the meaning of Code Section 860G(a)(2).


 


(c)       The
Closing Date is hereby designated as the “Startup Day” of the Lower-Tier REMIC and the Upper-Tier REMIC. The
“latest possible maturity date” for purposes of Code Section 860G(a)(1) of the Lower-Tier Regular Interests, the Non-Vertically
Retained Regular Certificates and the Class VRR Upper-Tier Regular Interest is the Rated Final Distribution Date.


 


(d)       None
of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator
shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically
contemplated herein.


 


(e)       The
Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S
Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor
trust” within the meaning of subpart E, part I of subchapter J of the Code. The VRR Interest shall represent undivided beneficial
interests in the portion of the Trust Fund consisting of the VRR Specific Grantor Trust Assets, distributions thereon and proceeds
thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter
J of the Code.


 






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Article
III



ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS


 


Section
3.01           Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements; Outside
Serviced Mortgage Loans.


 


(a)       The
Master Servicer (with respect to the Performing Serviced Loans) and the Special Servicer (with respect to the Specially Serviced
Loans and, to the extent provided in this Agreement, the Performing Serviced Loans), each as an independent contractor, shall
service and administer the Mortgage Loans (other than the Outside Serviced Mortgage Loans, which will be serviced, together with
the related Outside Serviced Companion Loans, pursuant to the applicable Outside Servicing Agreement) and the Serviced Companion
Loans on behalf of the Trust Fund and the Trustee (for the benefit of the Certificateholders or, with respect to each Serviced
Loan Combination, for the benefit of the Certificateholders and the related Serviced Companion Loan Holders as a collective whole
as if such Certificateholders and Serviced Companion Loan Holders constituted a single lender (and, in the case of a Serviced
AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan(s)), subject to the
terms and conditions of the related Co-Lender Agreement, as determined in the reasonable business judgment of the Master Servicer
or the Special Servicer, as the case may be) in accordance with: (i) any and all applicable laws; (ii) the express terms of this
Agreement, the respective Serviced Mortgage Loans or Serviced Loan Combinations and, in the case of the Serviced Loan Combinations,
the related Co-Lender Agreement; and (iii) the Servicing Standard. To the extent consistent with the foregoing and subject to
any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan intercreditor agreement,
the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on
the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loans. Subject only to the Servicing
Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master
Servicer only, through Sub-Servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this
Agreement), to do or cause to be done any and all things in connection with such servicing and administration which it may deem
consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests
of the Certificateholders and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s) (as a
collective whole as if such Certificateholders and, in the case of a Serviced Loan Combination, the related Serviced Companion
Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate
nature of the related Subordinate Companion Loan(s)), subject to the terms and conditions of the related Co-Lender Agreement),
including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) other than with respect to
the Outside Serviced Mortgage Loans, to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion
Loan Holders and the Trustee or any of them: (i) any and all financing statements, continuation statements and other documents
or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07,
3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers,


 



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consents or amendments to or with respect
to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Serviced Companion Loan; and (iii)
any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable
instruments, with respect to the Mortgage Loan (and related Serviced Companion Loan) or the related Mortgaged Property; and (B)
including with respect to the Outside Serviced Mortgage Loans, to direct, manage, prosecute and/or defend any action, suit or
proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of
the Trustee or the Trust. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend,
waive or otherwise consent to any change of the terms of any Mortgage Loan, or Serviced Companion Loan except under the circumstances
described in Sections 3.03, 3.07, 3.09, 3.10 and 3.24 of this Agreement. The Master Servicer and Special
Servicer shall service and administer the Mortgage Loans (other than the Outside Serviced Mortgage Loans), the Serviced Companion
Loans and each related REO Property in accordance with applicable law and the terms thereof and hereof and the terms of any applicable
Co-Lender Agreements and intercreditor agreements and shall provide to the Mortgagors any reports required to be provided to them
thereby.


 


Subject
to Section 3.11 of this Agreement, the Trustee shall execute and deliver (i) to the Master Servicer, upon the receipt of
a written request of a Servicing Officer, any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement
or such other form as mutually agreed to by the Trustee and the Master Servicer, (ii) to the Special Servicer, on the Closing
Date as well as upon the receipt of a written request of a Servicing Officer, any powers of attorney in the form of Exhibit
AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer, and (iii) upon the
receipt of a written request of a Servicing Officer to the Master Servicer or Special Servicer, as applicable, other documents
reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified
in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties
hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any
Sub-Servicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the
Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative
capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is
brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer,
as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action,
suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special
Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and
shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s,
as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee
to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Sub-Servicer shall indemnify
the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful
misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable.


 






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(b)       Unless
otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on
a Serviced Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately
following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the
Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which
shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Serviced Loan being defeased
pursuant to its terms to the principal balance of and interest on such Serviced Loan as of the Due Date immediately following
the receipt of such amounts. If with respect to any Serviced Loan the related Loan Documents permit the lender, at its option,
prior to an event of default under the related Serviced Loan, to apply amounts held in any reserve account as a prepayment or
to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may
not apply such amounts as a prepayment until the occurrence of an event of default under the related Serviced Loan; provided
that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Serviced Loan or,
upon an event of default under the related Serviced Loan, to prepay the Serviced Loan.


 


(c)       The
Master Servicer and the Special Servicer may each enter into Sub-Servicing Agreements with third parties (including a party that
has previously been engaged as a Subcontractor) with respect to any of its obligations hereunder, provided that (i) any
such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the
Servicing Standard, (iii) other than with respect to any Mortgage Loan Seller Sub-Servicer, the Depositor has consented to the
related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Mortgage Loan Purchase Agreement
from the Depositor, the Master Servicer or the Special Servicer, as applicable, shall provide a copy of the applicable Mortgage
Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer or the Special
Servicer, as applicable, in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging
a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal,
a Repurchase or a Repurchase Request Rejection; (v) the Master Servicer or the Special Servicer, as applicable, shall notify the
applicable Mortgage Loan Seller of any such agreement (other than any Sub-Servicing Agreement in place on the Closing Date with
a Mortgage Loan Seller Sub-Servicer); (vi) any assignment of such Sub-Servicing Agreement by the related Sub-Servicer (other than
an assignment to the Master Servicer (in the case of a Sub-Servicer engaged by the Master Servicer) or the Special Servicer (in
the case of a Sub-Servicer engaged by the Special Servicer)) shall be subject to the prior written consent of the Depositor (which
consent shall not be unreasonably withheld, conditioned or delayed); (vii) any amendment or modification of such Sub-Servicing
Agreement shall be subject to the prior written consent of the Depositor (which consent shall not be unreasonably withheld, conditioned
or delayed) if the Master Servicer or the Special Servicer, as applicable, determines that, as a result of such amendment or modification,
the Sub-Servicer would become a “servicer” within the meaning of Item 1101 of Regulation AB that (1) meets the criteria
in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB or (2) meets the criteria in Item 1108(a)(2)(iii) of Regulation AB and services
20% or more of the pool assets; (viii) any such Sub-Servicing Agreement shall provide that it may be assumed


 



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by the Trustee or
its designee (if the Trustee or its designee has assumed the duties of the Master Servicer or the Special Servicer, as applicable)
or by any successor Master Servicer or Special Servicer, as applicable, without cost or obligation to the assuming party or the
Trust Fund, upon the assumption by such party of the obligations of the Master Servicer or the Special Servicer, as applicable,
pursuant to Section 7.02 hereof; (ix) any such Sub-Servicing Agreement shall provide that the Trustee (for the benefit
of the Certificateholders and the related Companion Loan Holder (if applicable) and the Trust (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 herein) none of the Trust, the Trustee, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Master Servicer or Special Servicer, as applicable,
any successor master servicer or special servicer or any Certificateholder (or the related Companion Loan Holder, if applicable)
shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (ix) any such Sub-Servicing Agreement
shall provide that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement
shall be terminated (unless such default is waived by the Depositor in writing) if the Sub-Servicer fails (A) to deliver by the
due date (which may take into account any grace period permitted pursuant to this Agreement) any Exchange Act reporting items
required to be delivered to the Master Servicer, Special Servicer, the Certificate Administrator or the Depositor under Article
X or under the Sub-Servicing Agreement or to the master servicer or other applicable party under any other pooling and servicing
agreement that the Depositor is a party to, or (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 X or under the Exchange Act reporting requirements of any other
pooling and servicing agreement that the Depositor is a party to; (x) any such Sub-Servicing Agreement shall comply with the requirements
set forth in Section 10.17 of this Agreement; (xi) no Sub-Servicer shall be permitted under any Sub-Servicing Agreement
to take (or determine not to take) action with respect to Major Decisions or Special Servicer Decisions without the consent of
the Special Servicer (whether obtained directly or through the Master Servicer); and (xi) no Sub-Servicer shall be the Asset Representations
Reviewer or any of its Affiliates. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents
or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the
provisions of this Section 3.01(c). The Master Servicer and the Special Servicer shall each be responsible for paying the
servicing fees of any Sub-Servicer retained by it. The Master Servicer or the Special Servicer, as applicable, shall, upon request,
provide a copy of each Sub-Servicing Agreement (and any assignment thereof) entered into by it to the Depositor. A Sub-Servicer
may be an affiliate of the Depositor, the Master Servicer or the Special Servicer. Notwithstanding the foregoing, the Special
Servicer may not enter into any Sub-Servicing Agreement which provides for the performance by third parties of any or all of its
obligations under this Agreement without, with respect to any Mortgage Loan other than an Excluded Mortgage Loan and prior to
the occurrence and continuance of a Control Termination Event, the consent of the Controlling Class Representative, except to
the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 






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Any
Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Loan Combinations
involving a Sub-Servicer, shall be deemed to be between the Master Servicer or the Special Servicer, as applicable, and such Sub-Servicer
alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders
shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities (including, without limitation,
any obligation to pay any termination fee to any Sub-Servicer as a result of the termination of any Sub-Servicing Agreement) with
respect to the Sub-Servicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed
so as to require the Trust Fund to indemnify any such Sub-Servicer.


 


As
part of its servicing activities hereunder, each of the Master Servicer and the Special Servicer for the benefit of the Trustee,
the Certificateholders and, if applicable, the Serviced Companion Loan Holders, shall (at no expense to the Trustee, the Certificateholders,
the Serviced Companion Loan Holders or the Trust) monitor the performance and enforce the obligations of each of its Sub-Servicers
under the related Sub-Servicing Agreement (except that, to the extent provided in Article X hereof, the Master Servicer
shall be required only to use commercially reasonable efforts to cause any Mortgage Loan Seller Sub-Servicer to comply with the
requirements of Article X 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 and the terms
of this Agreement. Each of the Master Servicer and the Special Servicer shall have the right to remove a Sub-Servicer retained
by it in accordance with the terms of the related Sub-Servicing Agreement.


 


(d)       If
the Trustee or any successor Master Servicer or successor Special Servicer, as applicable, assumes the obligations of the Master
Servicer or the Special Servicer, as applicable, in accordance with Section 7.02, the Trustee or such successor, as applicable,
to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02,
shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations
of the Master Servicer or the Special Servicer, as applicable, under any Sub Servicing Agreement entered into by the Master Servicer
or the Special Servicer, as applicable, pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the
successor Master Servicer or the successor Special Servicer, as applicable, shall be deemed to have assumed all of the Master
Servicer’s or the Special Servicer’s, as applicable, interest therein (but not any liabilities or obligations in respect
of acts or omissions of the Master Servicer or the Special Servicer, as applicable, prior to such deemed assumption) and to have
replaced the Master Servicer or the Special Servicer, as applicable, as a party to such Sub-Servicing Agreement to the same extent
as if such Sub Servicing Agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that
the Master Servicer or the Special Servicer, as applicable, shall not thereby be relieved of any liability or obligations under
such Sub Servicing Agreement that accrued prior to the succession of the Trustee or the successor Master Servicer or successor
Special Servicer, as applicable.


 






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In
the event that the Trustee or any successor Master Servicer or successor Special Servicer, assumes the servicing obligations of
the Master Servicer or the Special Servicer, as applicable, upon request of the Trustee or such successor Master Servicer or successor
Special Servicer, as applicable, the Master Servicer or the Special Servicer, as applicable, shall at its own expense deliver
or cause to be delivered to the Trustee or such successor Master Servicer or successor Special Servicer, as applicable, all documents
and records relating to any Sub-Servicing Agreement and the Mortgage Loans then being serviced thereunder and an accounting of
amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer
of any Sub-Servicing Agreement to the Trustee or the successor Master Servicer or successor Special Servicer, as applicable.


 


(e)       The
parties hereto acknowledge that each Serviced Loan Combination is subject to the terms and conditions of the related Co-Lender
Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the
related Serviced Companion Loan Holder(s) under the related Co-Lender Agreement, including: (i) with respect to the allocation
of collections on or in respect of such Serviced Loan Combination, and the making of remittances, to the Trust, as holder of the
related Mortgage Loan, and to the related Serviced Companion Loan Holder(s); (ii) with respect to the allocation of expenses and
losses relating to such Serviced Loan Combination to the Trust, as holder of the related Mortgage Loan, and to the related Serviced
Companion Loan Holder(s); (iii) any consultation, consent and, subject to the terms and conditions of this Agreement, Special
Servicer appointment rights of a related Serviced Companion Loan Holder or its Companion Loan Holder Representative; (iv) any
right of a related Companion Loan Holder to attend (in-person or telephonically) annual meetings with 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, for the purpose of discussing servicing issues related to such Serviced Loan Combination; (v) any right
of a related Companion Loan Holder to cure certain defaults under the related Serviced Loan Combination; and (vi) any right of
a related Companion Loan Holder to purchase the related Split Mortgage Loan from the Trust Fund (together with any other related
Serviced Pari Passu Companion Loans, if applicable). With respect to any Serviced Loan Combination, the Master Servicer (if such
Serviced Loan Combination is a Performing Serviced Loan) or the Special Servicer (if such Serviced Loan Combination has become
a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall prepare and provide to
the related Serviced Companion Loan Holder(s) (or its Companion Loan Holder Representative), or the master servicer or special
servicer for the related Other Securitization Trust on its behalf, all notices, reports, statements and communications to be delivered
by the holder of the related Mortgage Loan under the related Co-Lender Agreement, and shall perform all duties and obligations
to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related
Mortgage Loan pursuant to the related Co-Lender Agreement. Furthermore, to the extent not otherwise expressly included herein,
any provisions required to be included herein pursuant to any Co-Lender Agreement for a Serviced Loan Combination are deemed incorporated
herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of
any conflict between this Agreement and a Co-Lender Agreement with respect to a Serviced Pari Passu Loan Combination, the terms
of such Co-Lender Agreement shall control with respect to such Serviced Pari Passu Loan Combination.


 






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With
respect to any Serviced Outside Controlled Mortgage Loan (including any Servicing Shift Mortgage Loan prior to the related Servicing
Shift Date), subject to the rights of the Controlling Class Representative under this Agreement and any applicable consultation
rights of the Operating Advisor (to the extent set forth in Section 3.29(f)), the Master Servicer (if such Serviced Outside
Controlled Mortgage Loan is a Performing Serviced Loan and the matter does not involve a Major Decision or Special Servicer Decision)
or the Special Servicer (if such Serviced Outside Controlled Mortgage Loan is a Specially Serviced Loan or if such Serviced Outside
Controlled Mortgage Loan is a Performing Serviced Loan and the matter involves a Major Decision or Special Servicer Decision)
shall be entitled to exercise the rights and powers granted under the related Co-Lender Agreement to the “Non-Controlling
Note Holder” (as such term or any analogous term is defined in the related Co-Lender Agreement).


 


(f)       Notwithstanding
anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any P&I Advance
on any Companion Loan and (b) if the Mortgage Loan (or the related REO Property) that is part of a Serviced Loan Combination is
no longer part of the Trust Fund, neither the Master Servicer nor the Trustee, as the case may be, shall have any obligation to
make any Property Advance on such Serviced Loan Combination. If pursuant to the foregoing sentence, the Master Servicer does not
intend to make a Property Advance with respect to a Serviced Loan Combination that the Master Servicer would have made if the
related Mortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer shall promptly notify the holder
of the related Serviced Companion Loan of its intention to no longer make such Property Advances and shall additionally promptly
notify such holder of any required Property Advance it would have otherwise made upon becoming aware of the need for such Property
Advance. Additionally, at the time the Mortgage Loan relating to a Serviced Loan Combination is removed from the Trust Fund, the
Master Servicer shall deliver to the related Serviced Companion Loan Holder (or the master servicer of any securitization of the
related Serviced Companion Loan) (i) a copy of the most recent inspection report and the inspection report for the prior calendar
year, (ii) copies of all financial statements collected from the related borrower for the most recent calendar year and the prior
calendar year, (iii) a copy of the most recent Appraisal and any other Appraisal done in the prior year and (iv) a copy of all
tax and insurance bills for the current calendar year and the prior calendar year.


 


(g)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to each Outside Serviced Mortgage Loan and each Outside Serviced Companion Loan related to the Outside Serviced Mortgage Loans
are limited by and subject to the terms of the related Co-Lender Agreement and this Agreement and the rights of the related Outside
Servicer and the related Outside Special Servicer with respect thereto under the applicable Outside Servicing Agreement. The parties
further recognize the respective rights and obligations of the related Outside Trustee and/or the Outside Serviced Companion Loan
Holders (or the representatives thereof) under each respective Co-Lender Agreement including with respect to the allocation of
collections on or in respect of an Outside Serviced Loan Combination in accordance with the related Co-Lender Agreement. The Master
Servicer shall cooperate with the Certificate Administrator, on behalf of the Trust, in connection with the enforcement of the
rights by the Trustee (as holder of the Outside Serviced Mortgage Loans) under each related


 



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Co-Lender Agreement and each applicable
Outside Servicing Agreement. The Master Servicer or Special Servicer, as applicable, (under the power of attorney granted by the
Trustee) shall take such actions as it shall deem reasonably necessary to facilitate the servicing of each Outside Serviced Companion
Loan by the related Outside Servicer and the related Outside Special Servicer, including, but not limited to, delivering appropriate
requests for release to the Custodian (if any) in order to deliver any portion of the related Mortgage Files to the related Outside
Servicer or related Outside Special Servicer under the applicable Outside Servicing Agreement.


 


To
the extent that the Trust, as holder of an Outside Serviced Mortgage Loan for the benefit of the Certificateholders, is entitled
to (i) consent to or approve any modification, waiver or amendment of such Outside Serviced Mortgage Loan or (ii) exercise any
consultation rights with respect to “Major Decisions” or “Material Actions” (as such term or any analogous
term is defined in the applicable Outside Servicing Agreement) in connection with such Outside Serviced Mortgage Loan or any related
REO Property or any consultation rights with respect to the implementation of “Asset Status Reports” (as such term
or any analogous term is defined in the applicable Outside Servicing Agreement), then the following party or parties (to the extent
notified by the appropriate party to the applicable Outside Servicing Agreement of any matter requiring the exercise of consent,
approval or consultation rights) shall actually exercise such consent, approval or consultation rights, and the respective parties
to this Agreement shall take such actions as are reasonably necessary to allow the following party or parties to exercise such
consent, approval or consultation rights: (a) the Controlling Class Representative (unless a Control Termination Event exists
or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or the Special Servicer (if a Control Termination Event exists
or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) shall exercise any such consent or approval rights, in each
case in accordance with Section 3.01(i); and (b) the Controlling Class Representative (unless a Consultation Termination
Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or the Special Servicer (if a Consultation Termination
Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) shall exercise any such consultation rights
entitled to be exercised by the holder of such Outside Serviced Mortgage Loan in accordance with Section 3.01(i). The Master
Servicer shall only be obligated to forward any requests received from the Outside Servicer or the Outside Special Servicer, as
applicable, for such consent and/or consultation to the Special Servicer and to the Controlling Class Representative (except,
in the case of the Controlling Class Representative, if a Control Termination Event (in the case of consent rights) or Consultation
Termination Event (in the case of consultation rights), as applicable, has occurred and is continuing or if such Outside Serviced
Mortgage Loan is an Excluded Mortgage Loan), and the Master Servicer shall have no right or obligation to exercise any such consent
or consultation rights.


 


In
addition to such consent, approval or consultation rights, the Controlling Class Representative (if no Control Termination Event
has occurred and is continuing and the related Outside Serviced Mortgage Loan is not an Excluded Mortgage Loan) and the Special
Servicer (if a Control Termination Event has occurred and is continuing), on behalf of the Trust, as holder of each Outside Serviced
Mortgage Loan for the benefit of the Certificateholders, will have the right (exercisable in its sole discretion), to the extent
provided in the related Co-Lender Agreement and/or the applicable Outside Servicing Agreement, to attend (in-person or telephonically)
annual meetings with the related Outside Servicer or Outside Special Servicer, as applicable, upon


 



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reasonable notice and at times
reasonably acceptable to the related Outside Servicer or Outside Special Servicer, as applicable, for the purpose of discussing
servicing issues related to such Outside Serviced Loan Combination.


 


None
of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian or the Trustee
shall have any obligation or authority to supervise any Outside Servicer, any Outside Special Servicer, any Outside Trustee or
any other party to the applicable Outside Servicing Agreement or to make Property Advances with respect to any of the Outside
Serviced Mortgage Loans or a Companion Loan related to an Outside Serviced Mortgage Loan. The obligation of the Master Servicer
and the Special Servicer to provide information to the Trustee or any other Person with respect to the Outside Serviced Mortgage
Loans and any Outside Serviced Companion Loan related to an Outside Serviced Mortgage Loan is dependent on their receipt of the
corresponding information from the related Outside Servicer or the related Outside Special Servicer, as applicable.


 


(h)       The
parties hereto acknowledge that each Outside Serviced Loan Combination is subject to the terms and conditions of the respective
Co-Lender Agreement and further acknowledge that, pursuant to the respective Co-Lender Agreement, (i) the related Outside Serviced
Mortgage Loan and the related Outside Serviced Companion Loans are to be serviced and administered by the related Outside Servicer
and Outside Special Servicer in accordance with the applicable Outside Servicing Agreement, and (ii) in the event that the applicable
Outside Serviced Companion Loan is no longer part of the trust fund created by the applicable Outside Servicing Agreement and
the related Outside Serviced Mortgage Loan remains an asset of the Trust Fund, then, as set forth in the related Co-Lender Agreement,
the related Outside Serviced Loan Combination shall be serviced in accordance with the applicable provisions of the applicable
Outside Servicing Agreement as if such agreement was still in full force and effect with respect to the related Outside Serviced
Loan Combination, until such time as a new servicing agreement has been agreed to by the parties to the related Co-Lender Agreement
in accordance with the provisions of such agreement and confirmation has been obtained from the Rating Agencies that such new
servicing agreement would not result in a downgrade, qualification or withdrawal of the then current ratings of any Class of Certificates
then outstanding and any other requirements applicable to the related Outside Serviced Mortgage Loan.


 


(i)       The
parties hereto acknowledge that each Outside Serviced Mortgage Loan is subject to the terms and conditions of the related Co-Lender
Agreement. With respect to each Outside Serviced Loan Combination, the parties hereto recognize the respective rights and obligations
of the related Outside Serviced Loan Combination Noteholders under the related Co-Lender Agreement, including with respect to
the allocation of collections and losses on or in respect of the related Outside Serviced Mortgage Loan and the related Outside
Serviced Companion Loan(s) and the making of payments to the related Outside Serviced Loan Combination Noteholders in accordance
with the related Co-Lender Agreement and the applicable Outside Servicing Agreement. The parties hereto further acknowledge that,
pursuant to the related Co-Lender Agreement, each Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s)
are to be serviced and administered by the related Outside Servicer and Outside Special Servicer in accordance with the applicable
Outside Servicing Agreement, and that payments allocated to each Outside Serviced Mortgage Loan


 



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and the related Outside Serviced
Companion Loans pursuant to the applicable Outside Servicing Agreement and the related Co-Lender Agreement are to be made by related
Outside Servicer. Although each Outside Serviced Mortgage Loan is not serviced and administered hereunder, the Master Servicer
and the Special Servicer hereunder for each such Outside Serviced Mortgage Loan shall have certain duties as set forth herein
and shall constitute the “Master Servicer” and “Special Servicer” hereunder with respect to each such
Outside Serviced Mortgage Loan.


 


If
there are at any time amounts due from the Trust, as holder of an Outside Serviced Mortgage Loan, to any party under the related
Co-Lender Agreement or the applicable Outside Servicing Agreement, the Master Servicer shall pay such amounts out of the Collection
Account. If a party to the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan requests the Master
Servicer, Special Servicer, Trustee, Certificate Administrator or Custodian to consent to, or consult with respect to, a modification,
waiver or amendment of, or other loan-level action related to, such Outside Serviced Mortgage Loan (except a modification, waiver
or amendment of the applicable Outside Servicing Agreement or the related Co-Lender Agreement which shall not be subject to the
operation of this sentence but shall instead be subject to the operation of the provisions below in this paragraph), the party
hereto that receives such request shall promptly deliver a copy of such request to the Special Servicer and to the Controlling
Class Representative (except, in the case of the Controlling Class Representative, if a Control Termination Event (in the case
of consent rights) or Consultation Termination Event (in the case of consultation rights), as applicable, has occurred and is
continuing or if such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), and (a) any such consent rights shall be exercised
by the Controlling Class Representative (unless a Control Termination Event exists or such Outside Serviced Mortgage Loan is an
Excluded Mortgage Loan) or by the Special Servicer (if a Control Termination Event exists or such Outside Serviced Mortgage Loan
is an Excluded Mortgage Loan) and (b) any such consultation rights shall be exercised by the Controlling Class Representative
(unless a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the
Special Servicer (if a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan);
provided, that, if such Outside Serviced Mortgage Loan were serviced hereunder and such action would not be permitted without
Rating Agency Confirmation, then the Controlling Class Representative or the Special Servicer, as applicable, shall not exercise
any such right of consent without first having obtained (or having caused the related Outside Servicer or Outside Special Servicer
to obtain) or received such Rating Agency Confirmation (payable at the expense of the party making such request for consent or
approval if such requesting party is a Certificateholder or a party to this Agreement, and otherwise from the Collection Account).
If a Responsible Officer of the Trustee, Certificate Administrator or Custodian receives actual notice of a termination event
under the applicable Outside Servicing Agreement, then the Trustee, Certificate Administrator or Custodian, as applicable, shall
notify the Master Servicer (in writing), and the Master Servicer shall act in accordance with the instructions of (prior to the
occurrence of a Control Termination Event) the Controlling Class Representative in accordance with the applicable Outside Servicing
Agreement with respect to such termination event (provided that the Master Servicer shall only be required to comply with such
instructions if such instructions are in accordance with the applicable Outside Servicing Agreement and not inconsistent with
this Agreement); provided that, if such instructions are not provided within a reasonable time period (not to exceed ten
(10) Business Days or such lesser response time as is afforded under the applicable Outside Servicing Agreement) or


 



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if a Control
Termination Event exists or if the Master Servicer is not permitted by the applicable Outside Servicing Agreement to follow such
instructions, then the Master Servicer shall take such action or inaction (to the extent permitted by the applicable Outside Servicing
Agreement), as directed in writing by the Holders of the Certificates evidencing at least 25% of the aggregate of all Voting Rights
(such direction to be sought and communicated to the Master Servicer by the Certificate Administrator) within a reasonable period
of time that does not exceed such response time as is afforded under the applicable Outside Servicing Agreement. Subject to the
foregoing, during the continuation of any termination event with respect to the related Outside Servicer or Outside Special Servicer
under the applicable Outside Servicing Agreement, each of the Trustee, the Certificate Administrator, the Master Servicer and
the Special Servicer shall have the right (but not the obligation) to take all actions to enforce its rights and remedies and
to protect the interests, and enforce the rights and remedies, of the Trust (including the institution and prosecution of all
judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). The reasonable
costs and expenses incurred by the Master Servicer, Special Servicer, the Certificate Administrator, or the Trustee in connection
with such enforcement shall be paid by the Master Servicer out of the Collection Account. If the Trustee receives a request (and,
if the Master Servicer, Special Servicer or the Certificate Administrator receives such request, such party shall promptly forward
such request to the Trustee) from any party to the applicable Outside Servicing Agreement for consent to or approval of a modification,
waiver or amendment of the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement, or the adoption of any
servicing agreement that is the successor to and/or in replacement of the applicable Outside Servicing Agreement in effect as
of the Closing Date or a change in servicer under the applicable Outside Servicing Agreement, then the Trustee is hereby directed
to, and the Trustee shall, grant such consent or approval if (a) the Trustee shall have received a prior Rating Agency Confirmation
from each Rating Agency (payable at the expense of the party making such request for consent or approval to the Trustee, if a
Certificateholder or a party to this Agreement, and otherwise from the Collection Account) with respect to such consent or approval,
and (b) unless a Control Termination Event has occurred and is continuing or the related Outside Serviced Mortgage Loan is an
Excluded Mortgage Loan, the Trustee shall have obtained the consent of the Controlling Class Representative. The Trustee, the
Certificate Administrator, the Special Servicer and the Master Servicer (each, a “Notifying Party”) shall each
promptly forward all material notices or other communications delivered to it in connection with the applicable Outside Servicing
Agreement to each other Notifying Party (unless a Notifying Party has actual knowledge that such other Notifying Party (i) was
copied on such original notice or communication or (ii) actually received such notice or communication), the Operating Advisor
(if a Control Termination Event exists), the Controlling Class Representative (if a Consultation Termination Event does not exist)
and the Depositor and, if such notice or communication is in the nature of a notice or communication that would be required to
be delivered to the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s Website in accordance
with Section 12.13) if the related Outside Serviced Mortgage Loan were a Mortgage Loan that is serviced and administered
under this Agreement, to the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information
Provider’s Website in accordance with Section 12.13); provided that, notwithstanding the foregoing, the Special
Servicer shall have no obligation to forward any such notice or communication under this provision unless (A) the Special Servicer
is the only addressee of such notice or communication or (B) there is no addressee on such notice or communication. Any obligation
of the Master Servicer or Special Servicer, as applicable, to provide information and collections to the Trustee, the Certificate
Administrator, the


 



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 Controlling Class Representative and the Certificateholders with respect to any Outside Serviced Mortgage Loan
shall be dependent on its receipt of the corresponding information and collections from the related Outside Servicer or the related
Outside Special Servicer. Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall
reasonably cooperate with the Master Servicer, the Special Servicer or the Controlling Class Representative, in each case as and
when applicable, to facilitate the exercise by such party of any consent, approval or consultation rights set forth in this Section
3.01 with respect to an Outside Serviced Mortgage Loan; provided, however, the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer shall have no right or obligation to exercise any consent or consultation rights
or obtain a Rating Agency Confirmation on behalf of the Controlling Class Representative.


 


(j)       With
respect to each Outside Serviced Mortgage Loan, the parties to this Agreement agree as follows:


 


(i)       pursuant
to the related Outside Servicing Agreement, the related Outside Servicer or Outside Special Servicer, as applicable, is obligated
to make “Servicing Advances” or “Property Advances” and incur “Additional Trust Fund Expenses”
(as each such term or any analogous term is defined in the related Outside Servicing Agreement) with respect to such Outside Serviced
Mortgage Loan; the Trust shall be responsible for its pro rata share (such pro rata share and the pro rata
share of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined based on the respective principal balances
of such Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s)) of any “Nonrecoverable Servicing
Advance” or “Nonrecoverable Property Advances” (and advance interest thereon) and any “Additional Trust
Fund Expenses” (as each such term or any analogous term is defined in the related Outside Servicing Agreement), but only
to the extent that they relate to servicing and administration of such Outside Serviced Mortgage Loan, including without limitation,
any unpaid “Special Servicing Fees,” “Liquidation Fees” and “Workout Fees” (as each such term
or any analogous term is defined in the related Outside Servicing Agreement) relating to such Outside Serviced Mortgage Loan;
and in the event that the funds received with respect to the related Outside Serviced Loan Combination are insufficient to cover
“Servicing Advances,” “Property Advances” or “Additional Trust Fund Expenses” (as each such
term or any analogous term is defined in the applicable Outside Servicing Agreement) relating to the servicing and administration
of the related Outside Serviced Loan Combination, (i) the Master Servicer shall, promptly following notice from the related Outside
Servicer, reimburse the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator
or the related Outside Trustee, as applicable (such reimbursement, to the extent owed to the related Outside Special Servicer,
the related Outside Certificate Administrator or the related Outside Trustee, may be paid by the Master Servicer to the related
Outside Servicer, who shall pay such amounts to the related Outside Special Servicer, the related Outside Certificate Administrator
or the related Outside Trustee, as applicable), out of general funds in the Collection Account for the Trust’s pro rata
share (such pro rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion
Loan(s) to be determined based on the respective principal balances of such Outside Serviced Mortgage Loan and the related Outside
Serviced Companion Loan(s)) of any such “Nonrecoverable Servicing


 



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Advance,” “Nonrecoverable Property Advances”
and/or “Additional Trust Fund Expenses” (as each such term or any analogous term is defined in the applicable Outside
Servicing Agreement), and (ii) if the related Outside Servicing Agreement permits the related Outside Servicer, the related Outside
Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee to reimburse itself from the related
Outside Securitization Trust’s general account, then the parties to this Agreement hereby acknowledge and agree that the
related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside
Trustee, as applicable, may do so and the Master Servicer shall be required to, promptly following notice from the related Outside
Servicer, reimburse the related Outside Securitization Trust out of general funds in the Collection Account for the Trust’s
pro rata share (such pro rata share and the pro rata share of the holder(s) of the related Outside Serviced
Companion Loan(s) to be determined based on the respective principal balances of such Outside Serviced Mortgage Loan and the related
Outside Serviced Companion Loan(s)) of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable Property
Advances” and/or “Additional Trust Fund Expenses” (as each such term or any analogous term is defined in the
applicable Outside Servicing Agreement) relating to the servicing and administration of such Outside Serviced Loan Combination;


 


(ii)       With
respect to each Outside Serviced Mortgage Loan, each of (i) (as and to the same extent the related Outside Securitization Trust
established under the related Outside Servicing Agreement is required to indemnify each of the following parties in respect of
other mortgage loans in the related Outside Securitization Trust pursuant to the terms of the related Outside Servicing Agreement)
the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator, the related
Outside Trustee, the related Outside Operating Advisor and the related Outside Depositor (and any director, officer, employee
or agent of any of the foregoing, to the extent such parties are identified as “Indemnified Parties” in the related
Outside Servicing Agreement in respect of other mortgages included in such Outside Securitization Trust) and (ii) the related
Outside Securitization Trust (such parties in clause (i) and the related Outside Securitization Trust, collectively, the “Pari
Passu Indemnified Parties”) shall be indemnified against any 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 such Outside Serviced Mortgage Loan and the related Mortgaged Property (or, with respect to the related Outside
Operating Advisor, incurred in connection with the provision of services for such Outside Serviced Mortgage Loan) under the applicable
Outside Servicing Agreement (collectively, the “Pari Passu Indemnified Items”) to the extent of the Trust’s
pro rata share (such pro rata share and the pro rata share of the holder(s) of the related Outside Serviced
Companion Loan(s) to be determined based on the respective principal balances of such Outside Serviced Mortgage Loan and the related
Outside Serviced Companion Loan(s)) of such Pari Passu Indemnified Items, and to the extent amounts on deposit in the “Serviced
Loan Combination Collection Account”, “Serviced Pari Passu Companion Loan Custodial Account”, “Whole Loan
Custodial Account” or “Loan Combination Custodial Account” (as each such term or any analogous term is defined
in the applicable Outside Servicing Agreement), as


 



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applicable, maintained pursuant to the related Outside Servicing Agreement
that are allocated to the Outside Serviced Mortgage Loan are insufficient for reimbursement of such amounts, such Indemnified
Party shall be entitled to be reimbursed by the Trust (including out of general collections in the Collection Account) for the
Trust’s pro rata share of the insufficiency;


 


(iii)      To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Co-Lender Agreement
for an Outside Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with
those provisions as if set forth herein in full. In the event of any inconsistency between the provisions of this Agreement and
any Outside Serviced Co-Lender Agreement, such Outside Serviced Co-Lender Agreement shall prevail, 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 Outside Serviced Co-Lender Agreement, that would cause the Master Servicer or the Special Servicer, as the case
may be, to violate the Servicing Standard or REMIC Provisions; and


 


(iv)      each
Outside Servicer, each Outside Special Servicer, each Outside Certificate Administrator, each Outside Trustee, each Outside Operating
Advisor and each Outside Securitization Trust shall be third party beneficiaries of this Section 3.01(j).


 


(k)       To
the extent required under any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a Note register
for the related Mortgage Loan in accordance with such Loan Documents.


 


(l)       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 (for the purposes of this clause (l), “Applicable
Laws”), the Master Servicer may be required to obtain, verify and record certain information relating to individuals
and entities which maintain a business relationship with the Master Servicer. Accordingly, each of the parties hereto agrees to
provide to the Master Servicer, upon its reasonable request, from time to time such identifying information and documentation
as may be readily available to such party in order to enable the Master Servicer to comply with Applicable Laws; provided that
the Master Servicer shall be responsible for all reasonable actual out-of-pocket expenses incurred by such party in connection
therewith.


 


Section
3.02           Liability of the Master Servicer and the Special Servicer. Notwithstanding
any Sub-Servicing Agreement or primary servicing agreement, any of the provisions of this Agreement relating to agreements or
arrangements between the Master Servicer or the Special Servicer, as applicable, and any Person acting as Sub-Servicer (or its
agents or subcontractors) or any reference to actions taken through any Person acting as Sub-Servicer or otherwise, the Master
Servicer or the Special Servicer, as applicable, shall remain obligated and primarily liable to the Trustee, the Certificate Administrator,
the Certificateholders and any Serviced Companion Loan Holder for the servicing and administering of the Mortgage Loans (other
than the Outside Serviced Mortgage Loans) and


 



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the Serviced Companion Loans in accordance with the provisions of this Agreement
without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements, primary servicing agreements or
arrangements or by virtue of indemnification from any Person acting as Sub-Servicer (or its agents or subcontractors) to the same
extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as applicable, alone were servicing
and administering the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loans. The Master
Servicer or the Special Servicer, as applicable, shall be entitled to enter into an agreement with any Sub-Servicer providing
for indemnification of the Master Servicer or the Special Servicer, as applicable, by such Sub-Servicer, and nothing contained
in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for indemnification shall be
deemed to limit or modify this Agreement.


 


Section
3.03           Collection of Certain Mortgage Loan Payments.


 


(a)       The
Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans),
as applicable, shall use reasonable efforts in accordance with the Servicing Standard to collect all payments called for under
the terms and provisions of the Serviced Loans it is obligated to service hereunder, and shall follow the Servicing Standard with
respect to such collection procedures; provided that, with respect to any ARD Mortgage Loan, so long as the related Mortgagor
is in compliance with each provision of the related Loan Documents, the Master Servicer and the Special Servicer shall not take
any enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than
requests for collection, until the Maturity Date of any ARD Mortgage Loan or until the outstanding principal balance of such ARD
Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further,
that, with respect to any ARD Mortgage Loan, the Master Servicer or Special Servicer, as the case may be, may take action to enforce
the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the Loan Documents. For clarification,
no obligation of the Master Servicer or the Special Servicer to use reasonable efforts to collect fees from the related Mortgagor
will change the obligation of the Master Servicer to pay such fees from general collections or other proceeds in accordance with
Section 3.06(a) and Section 3.06A(a) of this Agreement, whether or not such Special Servicing Fees, Workout Fees
or Liquidation Fees are collected from or paid by the related Mortgagor. The Master Servicer, with respect to the Performing Serviced
Loans, and the Special Servicer, with respect to the Specially Serviced Loans, shall use its reasonable efforts to collect income
statements, rent rolls and other reporting information from Mortgagors (as required under the related Loan Documents). Consistent
with the foregoing, the Master Servicer (with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially
Serviced Loans), as applicable, may in its discretion waive any Penalty Charges in connection with any delinquent Monthly Payment
with respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan) or Serviced Companion Loan. In addition, the
Master Servicer shall be entitled to take such actions with respect to the collection of payments on the Mortgage Loans (other
than the Outside Serviced Mortgage Loans) and the Serviced Companion Loan as are permitted or required under Section 3.21
of this Agreement. Furthermore, with respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan), if the related
Loan Documents provide for the annual or quarterly testing of financial conditions of the related Mortgagor and/or


 



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Mortgaged Properties
(e.g., debt yield tests, debt service coverage ratio tests and/or loan-to-value ratio tests) in connection with cash-management
triggers or the commencement of additional required Escrow Payments, the Master Servicer (with respect to Performing Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable (only to the extent the related information
required for such testing is to be delivered to the Master Servicer and/or the Special Servicer, as applicable, pursuant to the
related Loan Documents and is actually delivered to the Master Servicer and/or the Special Servicer, as applicable), shall use
reasonable efforts to conduct such financial testing within the timeframes contemplated by such Loan Documents, if any. Furthermore,
in accordance with this Section 3.03(a), with respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan), the
Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans),
as applicable, shall use reasonable efforts to collect financial statements from the related Mortgagor for the periods set forth
in the related Loan Documents (e.g., and as applicable, for the entire fiscal year where annual reporting is required).


 


(b)       If
the Master Servicer receives Excess Interest directly from the related Mortgagor or through the Special Servicer, which Excess
Interest was collected during the Collection Period for any Distribution Date, or receives notice from the related Mortgagor that
the Master Servicer will be receiving Excess Interest during the Collection Period for any Distribution Date, then the Master
Servicer shall notify the Certificate Administrator no later than two Business Days prior to such Distribution Date by means of
a clearly labeled item in the CREFC® Loan Periodic Update File. None of the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess
Interest. The preceding statements shall not, however, be construed to limit the provisions of Section 3.03(a) of this
Agreement.


 


(c)       With
respect to each Outside Serviced Mortgage Loan, the Certificate Administrator shall deliver to the related Outside Trustee, the
related Outside Certificate Administrator, the related Outside Special Servicer, the related Outside Servicer and the related
Outside Operating Advisor promptly following the Closing Date (or, in the case of each Servicing Shift Mortgage Loan, promptly
upon the related Servicing Shift Date), written notice in the form of Exhibit FF-1, Exhibit FF-2 or Exhibit FF-3
attached hereto, as applicable, stating that, as of the Closing Date (or the related Servicing Shift Date, as applicable),
the Trustee is the holder of such Outside Serviced Mortgage Loan and directing each such recipient to remit to the Master Servicer
all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports,
statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to,
the holder of such Outside Serviced Mortgage Loan under the related Co-Lender Agreement and the applicable Outside Servicing Agreement
(which notice shall also provide contact information for the Trustee, the Certificate Administrator, the Master Servicer, the
Special Servicer and each party designated to exercise the rights of the “Non-Controlling Note Holder” under the related
Co-Lender Agreement), accompanied by a copy of an executed version of this Agreement, and (B) notice of any subsequent change
in the identity of the Master Servicer or any party designated to exercise the rights of the “Non-Controlling Note Holder”
under the related Co-Lender Agreement (together with the relevant contact information). The Master Servicer shall, within one
(1) Business Day of receipt of properly


 



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identified funds, deposit into the Collection Account all amounts received with respect
to each Outside Serviced Mortgage Loan, the Mortgaged Property related to each Outside Serviced Mortgage Loan or any related REO
Property; 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 deposit such amounts into the Collection
Account within one (1) Business Day of receipt of such amounts but, in any event, the Master Servicer shall deposit such amounts
into the Collection Account within two (2) Business Days of receipt of such amounts.


 


(d)       With
respect to each Outside Serviced Mortgage Loan, if the Master Servicer does not receive from the related Outside Servicer any
Monthly Payment or other amounts known by the Master Servicer to be owing on such Outside Serviced Mortgage Loan in accordance
with the terms of the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement, then the Master Servicer
shall provide notice of such failure to the related Outside Servicer and the related Outside Trustee.


 


Section
3.04           Collection of Taxes, Assessments and Similar Items; Escrow Accounts.


 


(a)       With
respect to each Mortgaged Property securing a Serviced Loan, the Master Servicer shall maintain accurate records with respect
to each related Mortgaged Property reflecting the status of taxes, assessments, ground rents and other similar items that are
or may become a lien on the related Mortgaged Property and the status of insurance premiums payable with respect thereto. From
time to time, to the extent such payments are to be made from escrowed funds, the Master Servicer shall (i) obtain all bills for
the payment of such items (including renewal premiums), and (ii) effect payment of all such bills with respect to such Mortgaged
Properties prior to the applicable penalty or termination date, in each case employing for such purpose Escrow Payments as allowed
under the terms of the related Serviced Loan. With respect to non-escrowed payments, when the Master Servicer becomes aware in
accordance with the Servicing Standard that a Mortgagor (other than with respect to the Outside Serviced Mortgage Loan) has failed
to make any such payment or, with respect to escrowed loans, collections from the Mortgagor are insufficient to pay any such item
before the applicable penalty or termination date, the Master Servicer shall advance the amount of any shortfall as a Property
Advance unless the Master Servicer determines in accordance with the Servicing Standard that such Advance would be a Nonrecoverable
Advance. Notwithstanding anything in this Agreement to the contrary, the Master Servicer may in accordance with the Servicing
Standard elect (but is not required) to make (and in the case of a Specially Serviced Loan, at the direction of the Special Servicer
will be required to make) a payment from amounts on deposit in the Collection Account that would otherwise be a Property Advance
with respect to a Mortgage Loan (other than an Outside Serviced Mortgage Loan) notwithstanding that the Master Servicer or the
Special Servicer has determined that such a Property Advance would, if advanced, be a Nonrecoverable Property Advance, if making
the payment (x) 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 (y) would remediate any adverse environmental condition or circumstance at the related Mortgaged Property, if,
in each instance, the Master Servicer or the Special Servicer, as


 



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applicable, determines in accordance with the Servicing Standard
that making the payment is in the best interest of the Certificateholders and any related Serviced Companion Loan Holder(s) (as
a collective whole as if the Certificateholders and such Serviced Companion Loan Holder(s) constituted a single lender (and, in
the case of a Serviced AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan(s))).
If the Special Servicer makes such a determination, it shall notify the Master Servicer and the Master Servicer shall make such
payment from the Collection Account. No costs incurred by the Master Servicer in effecting the payment of taxes and assessments
on the Mortgaged Properties shall, for the purpose of calculating distributions to Certificateholders, be added to the amount
owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.


 


(b)       The
Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan or Serviced Loan Combination
constituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain
one or more segregated custodial accounts (each, an “Escrow Account”) into which all Escrow Payments shall
be deposited within two (2) Business Days after receipt of properly identified funds. The Master Servicer shall also deposit into
each applicable Escrow Account any amounts representing losses on Permitted Investments to the extent required by Section 3.07(b)
of this Agreement and any Insurance Proceeds or Condemnation Proceeds which are required to be applied to the restoration
or repair of any Mortgaged Property pursuant to the related Mortgage Loan. Escrow Accounts shall be Eligible Accounts (except
to the extent the related Mortgage Loan requires or permits it to be held in an account that is not an Eligible Account) in accordance
with the terms of the related Loan Documents) and (subject to any changes in the identities of the Master Servicer and/or the
Trustee) shall be entitled, “Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust,
National Association, as Trustee for the benefit of the registered Holders of Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-B9, the Serviced Companion Loan Holders, and Various Mortgagors.” Withdrawals from
an Escrow Account may be made by the Master Servicer only:


 


(i)        to
effect timely payments of items constituting Escrow Payments for the related Loan Documents and in accordance with the terms of
the related Mortgage Loan or Serviced Loan Combination, as applicable;


 


(ii)       to
transfer funds to the Collection Account and/or the applicable Loan Combination Custodial Account to reimburse the Master Servicer,
the Special Servicer or the Trustee, as applicable, for any Property Advance (with interest thereon at the Advance Rate) relating
to Escrow Payments, but only from amounts received with respect to the related Mortgage Loan or Serviced Loan Combination, as
applicable, which represent late collections of Escrow Payments thereunder;


 


(iii)      for
application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan or Serviced
Loan Combination, as applicable, and the Servicing Standard;


 






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(iv)      to
clear and terminate such Escrow Account upon the termination of this Agreement;


 


(v)       to
pay from time to time to the related Mortgagor (a) any interest or investment income earned on funds deposited in the Escrow Account
if such income is required to be paid to the related Mortgagor under law or by the terms of the Mortgage Loan or Serviced Loan
Combination, as applicable, or otherwise to the Master Servicer and (b) any other funds required to be released to the related
Mortgagors pursuant to the related Loan Documents; and


 


(vi)      to
remove any funds deposited in an Escrow Account that were not required to be deposited therein.


 


(c)       In
the event any Loan Documents permit the lender, at the discretion of the lender, to use letters of credit and/or cash reserves
to prepay the related Mortgage Loan prior to the Maturity Date and in the absence of an event of default or acceleration of the
Mortgage Loan, then the Master Servicer shall hold such amounts in an Escrow Account for so long as the Loan Documents permit
such discretion.


 


(d)       Unless
required by the related Loan Documents, neither the Master Servicer nor the Special Servicer shall apply any earnout escrows or
reserves established with respect to any Mortgage Loan as a prepayment of such Mortgage Loan if no event of default has occurred
under such Mortgage Loan.


 


(e)       To
the extent that (i) an operations and maintenance plan is required to be established and executed pursuant to the terms of a Serviced
Loan, or (ii) any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant
to the terms of the Serviced Loan, the Master Servicer shall determine in accordance with the Servicing Standard (which determination
may be made on the basis of inquiry to the Mortgagor and this sentence shall in no event be construed to require a physical inspection
other than inspections described in Section 3.18 of this Agreement; provided that all deliveries required to be
made to Master Servicer under the related Loan Documents of supporting documentation have been made; then the Master Servicer
shall report the then current status as a failure) whether the related Mortgagor has failed to perform such obligations under
the related Mortgage Loan or Serviced Loan Combination as of the date required under the related Mortgage Loan or Serviced Loan
Combination and report any such failure to the Special Servicer, the Serviced Companion Loan Holders and, prior to the occurrence
and continuance of a Consultation Termination Event, the Controlling Class Representative within a reasonable time after the date
as of which such actions or remediations are required to be or to have been taken or completed.


 


Section
3.05           Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution
Account.


 


(a)       The
Master Servicer shall establish and maintain the Collection Account in the Master Servicer’s name on behalf of the Trustee,
for the benefit of the Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests. The Collection Account
shall be established and maintained as an Eligible Account. Amounts attributable to the


 



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Mortgage Loans (other than the Excess
Interest) will be assets of the Lower Tier REMIC. As and when required under this Agreement, the Master Servicer shall transfer
to the Collection Account any amounts to be transferred thereto from a Loan Combination Custodial Account as contemplated by Section
3.06A(a)(i) of this Agreement, and the Master Servicer shall deposit in the Collection Account any amounts required to be
deposited therein pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted Investments
with respect to funds held in the Collection Account. In addition, the Master Servicer shall deposit or cause to be deposited
in the Collection Account, within one (1) Business Day following receipt of properly identified funds, (x) all Net Liquidation
Proceeds received on or with respect to a Mortgage Loan related to a Serviced Loan Combination in connection with any of the events
described in clauses (iii) and (iv) of the definition of “Liquidation Event” in this Agreement, and
(y) without duplication, the following payments and collections received or made by it on or with respect to the Mortgage Loans
(other than any Mortgage Loan related to a Serviced Loan Combination):


 


(i)       all
payments on account of principal on such Mortgage Loans, including Principal Prepayments and the principal component of Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds;


 


(ii)       all
payments on account of interest on such Mortgage Loans (including Excess Interest);


 


(iii)      all
Yield Maintenance Charges on such Mortgage Loans;


 


(iv)      all
amounts with respect to any related REO Property transferred to the Collection Account, or to the Master Servicer for deposit
in the Collection Account, from an REO Account pursuant to Section 3.16(b) of this Agreement;


 


(v)       all
Net Insurance Proceeds, Net Condemnation and Net Liquidation Proceeds with respect to such Mortgage Loans;


 


(vi)      any
amounts received from Mortgagors under such Mortgage Loans that represent (A) recoveries of Property Protection Expenses, (B)
any recovery of Unliquidated Advances with respect to such Mortgage Loans, or (C) any other reimbursements in accordance with
the related Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein;


 


(vii)     any
Loss of Value Payments, as set forth in Section 3.06(c) of this Agreement;


 


(viii)    with
respect to each Mortgage Loan that accrues interest on an Actual/360 Basis, any Initial Interest Deposit Amount remitted by the
related Mortgage Loan Seller to the Master Servicer pursuant to Section 1 of the related Loan Purchase Agreement; and


 


(ix)       any
other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Master Servicer
or Special Servicer, including pursuant to Section 2.03 and Section 3.03(c) of this Agreement;


 






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provided,
however, that to the extent any amounts referred to in clauses (x) or (y) above of this Section 3.05(a)
are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable
efforts to deposit such amounts into the Collection Account within one (1) Business Day of receipt thereof but, in any event,
the Master Servicer shall deposit such amounts into the Collection Account within two (2) Business Days of receipt thereof.


 


The
foregoing requirements for deposits in the Collection Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption
application fees, defeasance fees, review fees and other amounts that constitute other Additional Servicing Compensation or other
Additional Special Servicing Compensation need not be deposited in the Collection Account by the Master Servicer or the Special
Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable,
shall be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance fees,
review fees and/or amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation
received with respect to such Mortgage Loans in accordance with Section 3.12 of this Agreement; provided that if the Master
Servicer or the Special Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application
fees, defeasance fees and/or amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing
Compensation in excess of the percentage of such fees to which it is entitled pursuant to Section 3.12(a) (in the case
of the Master Servicer) or Section 3.12(c) (in the case of the Special Servicer), then it shall remit to the other party
(i.e. the Special Servicer (if Master Servicer has received the excess percentage of such fees) or the Master Servicer (if Special
Servicer has received the excess percentage of such fees), as applicable) the percentage of such fees to which such other party
is entitled pursuant to Section 3.12(a) or Section 3.12(c), as applicable. To the extent that any Penalty Charges
or Modification Fees received by the Master Servicer or the Special Servicer, as applicable, with respect to any Mortgage Loan
constitute servicing compensation pursuant to Section 3.14(a)(iv) of this Agreement, the Master Servicer and the Special
Servicer shall not deposit such fees into the Collection Account and shall instead apply such fees in accordance with Section
3.14(a)(iv) of this Agreement. In the event that the Master Servicer deposits in the Collection Account any amount not required
to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary
notwithstanding. The Master Servicer shall give written notice to the Certificate Administrator and the Special Servicer of the
location and account number of the Collection Account and shall notify the Certificate Administrator and the Special Servicer
in writing of any subsequent change thereof.


 


Upon
receipt of any of the amounts described in clauses (i) through (vi) and (ix) of the last sentence of the
second preceding paragraph with respect to a Mortgage Loan (other than a Mortgage Loan related to a Serviced Loan Combination),
the Special Servicer shall promptly, but in no event later than one (1) Business Day after receipt of properly identified funds,
remit such amounts to the Master Servicer for deposit into the Collection Account in accordance with the second preceding paragraph,
unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited
because of a restrictive endorsement or other appropriate reason; provided, however, that to the extent any amounts
described to in clauses (i) through (vi) and (ix) of the last sentence of the second preceding paragraph
are received after 2:00 p.m. Eastern time on any given Business Day, the Special Servicer shall use commercially


 



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reasonable efforts
to remit such amounts to the Master Servicer within such one (1) Business Day period but, in any event, the Special Servicer shall
remit such amounts to the Master Servicer no later than 1:00 p.m. on the second Business Day following receipt of such properly
identified amounts. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer
shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing
Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate
reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to any Mortgage Loan (other
than a Mortgage Loan related to a Serviced Loan Combination) shall initially be deposited by the Special Servicer into the related
REO Account (or, at the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer)
and thereafter remitted to the Master Servicer for deposit into the Collection Account, all in accordance with Section 3.16
of this Agreement.


 


(b)       The
Certificate Administrator shall establish and maintain the Lower-Tier REMIC Distribution Account and the Upper-Tier REMIC Distribution
Account in the name of the Certificate Administrator on behalf of the Trustee, for the benefit of the Certificateholders. Each
of the Distribution Accounts shall be non-interest bearing and shall be established and maintained as Eligible Accounts or as
sub-accounts of a single Eligible Account. With respect to each Distribution Date, on or before such Distribution Date, the Certificate
Administrator shall be deemed to make or shall make the withdrawals from the Lower-Tier REMIC Distribution Account, as set forth
in Section 4.01 of this Agreement, shall be deemed to make the deposits into the Lower-Tier REMIC Distribution Account
and the Upper-Tier REMIC Distribution Account, as set forth in Section 4.01 hereof, and shall cause the amount of Aggregate
Available Funds (including P&I Advances) and Yield Maintenance Charges to be distributed in respect of the Certificates, pursuant
to Section 4.01 hereof on such date.


 


(c)       The
Certificate Administrator shall establish (upon receipt of written notice that an event that generates Excess Liquidation Proceeds
has occurred) and maintain the Excess Liquidation Proceeds Reserve Account in the name of the Certificate Administrator on behalf
of the Trustee for the benefit of the Certificateholders. The Excess Liquidation Proceeds Reserve Account shall be non-interest
bearing and shall be maintained separate and apart from trust funds for mortgage pass-through certificates of other series administered
by the Certificate Administrator and other accounts of the Certificate Administrator.


 


Upon
the disposition of any REO Property in accordance with Section 3.17 of this Agreement, the Special Servicer shall calculate
the Excess Liquidation Proceeds, if any, realized in connection with such sale and remit to the Certificate Administrator such
amount for deposit in the Excess Liquidation Proceeds Reserve Account. Amounts held in the Excess Liquidation Proceeds Reserve
Account on each Distribution Date that exceed amounts reasonably anticipated to be required to offset possible future Realized
Losses and VRR Realized Losses and other shortfalls in payments on the Regular Certificates, as determined by the Special Servicer,
and all amounts held in the Excess Liquidation Proceeds Reserve Account on the final Distribution Date, in each case after application
in accordance with the first two sentences of Section 4.01(e) of this Agreement, shall be distributed to the Holders of
the Class R Certificates in respect of the Lower-Tier Residual Interest.


 






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(d)       [RESERVED]


 


(e)       Prior
to the Master Servicer Remittance Date immediately following the end of the first Collection Period during which Excess Interest
is received on any ARD Mortgage Loan, and upon notification from the Master Servicer pursuant to Section 3.03(b) of this
Agreement, the Certificate Administrator shall establish and maintain the Excess Interest Distribution Account in the name of
the Certificate Administrator on behalf of the Trustee, for the benefit of the Holders of the Excess Interest Certificates. The
Excess Interest Distribution Account shall be non-interest bearing and shall be established and maintained as an Eligible Account
(or as a subaccount of an Eligible Account). With respect to each Distribution Date, the Master Servicer shall withdraw from the
Collection Account and remit to the Certificate Administrator on the applicable Master Servicer Remittance Date for deposit in
the Excess Interest Distribution Account an amount equal to the Excess Interest received during the applicable Collection Period.


 


The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the
extent required to make the distributions of Excess Interest required by Section 4.01(k) of this Agreement.


 


Following
the distribution of Excess Interest to the Holders of the Excess Interest Certificates on the first Distribution Date after which
there are no longer any ARD Mortgage Loans outstanding, the Certificate Administrator may terminate the Excess Interest Distribution
Account.


 


(f)        Notwithstanding
anything to the contrary herein, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess
Interest Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account may all be sub-accounts
of a single Eligible Account; provided that each of them shall be treated as a separate account for purposes of deposits and withdrawals
under this Agreement.


 


(g)       If
any Loss of Value Payments are received in connection with a Material Document Defect or Material Breach, as the case may be,
pursuant to or as contemplated by Section 2.03(a) of this Agreement, the Special Servicer shall establish and maintain
one or more accounts (collectively, the “Loss of Value Reserve Fund”) to be held on behalf of the Trustee 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 Loss of Value Reserve Fund shall
be accounted for 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 (and any income earned thereon) through the Collection Account to the Certificateholders (or, in
the case of any income earned on the Loss of Value Reserve Fund and paid to the Special Servicer as additional compensation) as
damages paid to and distributed by the Trust REMICs on account of a breach of a representation or warranty by the related Mortgage
Loan Seller and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage
Loan


 



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Seller as distributions by the Trust Fund 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 related account in the Loss of Value Reserve Fund for
all federal income tax purposes, and shall be taxable on all income earned thereon.


 


(h)       For
the avoidance of doubt, the Lower-Tier REMIC Distribution Account, the Excess Liquidation Proceeds Reserve Account, and the Interest
Reserve Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier
REMIC, the Excess Interest Distribution Account will be owned by the Grantor Trust, and 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.


 


Section
3.05A.     Loan Combination Custodial Account.


 


(a)       The
Master Servicer shall establish and maintain, with respect to each Serviced Loan Combination (if any), one or more separate accounts,
which may be sub-accounts of a single account (with respect to each Serviced Loan Combination, the “Loan Combination
Custodial Account”) in which the amounts described in clauses (i) through (viii) below shall be deposited
and held in the name of the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders and the related
Serviced Companion Loan Holder, as their interests may appear; provided that a Loan Combination Custodial Account may be
a sub-account of the Collection Account or another Loan Combination Custodial Account (but shall be deemed to be a separate account
for purposes of applying the terms of this Agreement). Each of the Loan Combination Custodial Accounts shall be an Eligible Account
or a subaccount of an Eligible Account. The Master Servicer shall deposit or cause to be deposited in each Loan Combination Custodial
Account, within one Business Day following receipt of properly identified funds (or, in the case of payments by the Master Servicer,
when otherwise required to be so deposited under this Agreement), the following payments and collections received or made by it
on or with respect to the related Serviced Loan Combination:


 


(i)        all
payments on account of principal on the related Serviced Loan Combination, including Principal Prepayments and the principal component
of Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds;


 


(ii)       all
payments on account of interest on the related Serviced Loan Combination;


 


(iii)      all
Yield Maintenance Charges on the related Serviced Loan Combination;


 


(iv)
    any amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in
connection with net losses realized on Permitted Investments with respect to funds held in such Loan Combination Custodial
Account;


 


(v)       all
amounts with respect to any REO Property acquired in respect of the related Serviced Loan Combination transferred to such Loan
Combination Custodial


 



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Account, or the Master Servicer for deposit in such Loan Combination Custodial Account, from the related
REO Account pursuant to Section 3.16(b) of this Agreement;


 


(vi)      all
Net Condemnation Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds with respect to the related Serviced Loan Combination
(other than any Net Liquidation Proceeds received on or in respect of the related Mortgage Loan in connection with any of the
events described in clauses (iii) and (iv) of the definition of “Liquidation Event” in this Agreement);


 


(vii)     any
amounts received from the Mortgagor under the related Serviced Loan Combination that represent (A) recoveries of Property Protection
Expenses, or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted
to be retained by the Master Servicer as provided herein; and


 


(viii)    any
other amounts required by the provisions of this Agreement to be deposited into such Loan Combination Custodial Account by the
Master Servicer or Special Servicer, including any recovery of any Unliquidated Advances;


 


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 deposit such amounts into the related Loan Combination Custodial Account
within one (1) Business Day of receipt thereof but, in any event, the Master Servicer shall deposit such amounts into the related
Loan Combination Custodial Account within two (2) Business Days of receipt thereof.


 


(b)       The
foregoing requirements for deposits in each Loan Combination Custodial Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption
Fees, assumption application fees, defeasance fees, review fees and other amounts that constitute other Additional Servicing Compensation
or other Additional Special Servicing Compensation need not be deposited in such Loan Combination Custodial Account by the Master
Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special
Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application
fees, defeasance fees, review fees and/or other amounts that constitute other Additional Servicing Compensation or other Additional
Special Servicing Compensation received with respect to the Serviced Loan Combinations in accordance with Section 3.12
of this Agreement; provided that if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary Fees,
Consent Fees, Assumption Fees, assumption application fees, defeasance fees and/or amounts that constitute other Additional Servicing
Compensation or other Additional Special Servicing Compensation in excess of the percentage of such fees to which it is entitled
pursuant to Section 3.12(a) (in the case of the Master Servicer) or Section 3.12(c) (in the case of the Special
Servicer), then it shall remit to the other party (i.e. the Special Servicer (if Master Servicer has received the excess percentage
of such fees) or the Master Servicer (if Special Servicer has received the excess percentage of such fees), as applicable) the
percentage of such fees to which such other party is entitled pursuant to Section 3.12(a) or Section 3.12(c), as



 



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applicable. The Master Servicer and the Special Servicer shall not deposit any Modification Fees received by the Master Servicer
or the Special Servicer, as applicable, with respect to any Serviced Loan Combination into the related Loan Combination Custodial
Account and shall instead apply such fees (except to the extent not permitted under the related Co-Lender Agreement) in accordance
with Section 3.14 of this Agreement. In the event that the Master Servicer deposits in a Loan Combination Custodial Account
any amount not required to be deposited therein, it may at any time withdraw such amount from such Loan Combination Custodial
Account, any provision herein to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate
Administrator, the related Serviced Companion Loan Holders and the Special Servicer of the location and account number of each
Loan Combination Custodial Account and shall notify the Certificate Administrator, the related Serviced Companion Loan Holder
and the Special Servicer in writing of any subsequent change thereof. Each Loan Combination Custodial Account shall be maintained
as a segregated account (or sub-account of such segregated account), separate and apart from trust funds created for mortgage
backed securities of other series and the other accounts of the Master Servicer.


 


(c)       Upon
receipt of any of the amounts described in clauses (i) through (viii) of Section 3.05A(a) with respect to
a Serviced Loan Combination, the Special Servicer shall promptly, but in no event later than one (1) Business Day after receipt,
remit such amounts to the Master Servicer for deposit into the Loan Combination Custodial Account in accordance with Section
3.05A(a), unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not
be deposited because of a restrictive endorsement or other appropriate reason; provided, however, that to the extent
any amounts described in clauses (i) through (viii) of Section 3.05A(a) are received after 2:00 p.m. Eastern
time on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit such amounts to the Master
Servicer within such one (1) Business Day period but, in any event, the Special Servicer shall remit such amounts to the Master
Servicer no later than 1:00 p.m. on the second Business Day following receipt of such amounts. With respect to any such amounts
paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer,
unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and
delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer
with respect to an REO Property that relates to a Serviced Loan Combination shall initially be deposited by the Special Servicer
into the related REO Account (or, at the option of the Special Servicer, remitted by the applicable property manager directly
to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the related Loan Combination Custodial
Account, all in accordance with Section 3.17 of this Agreement.


 


Section
3.06     Permitted Withdrawals From the Collection Account.


 


(a)       The
Master Servicer may make withdrawals from the Collection Account only as described below (the order set forth below not constituting
an order of priority for such withdrawals), subject to the application of Penalty Charges and Modification Fees in accordance
with the related Co-Lender Agreement and Section 3.14 of this Agreement:


 






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(i)        to
remit on or before each Master Servicer Remittance Date to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Excess Liquidation Proceeds Reserve Account
the amounts required to be deposited in such accounts pursuant to Sections 3.05(c), 3.05(e), 3.23, 4.01(a)(i)
and Section 4.06(a) of this Agreement, respectively;


 


(ii)       to
pay or reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable (A) for Advances made thereby with respect
to Mortgage Loans that are not part of a Serviced Loan Combination (other than Workout-Delayed Reimbursement Amounts) and any
related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment or reimbursement
of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such Person
pursuant to this clause (ii)(A) being limited to late collections (including cure payments by related Serviced Companion Loan
Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation Proceeds, Net
REO Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Mortgage Loan or REO Property
respecting which such Advance was made, if applicable (provided that (x) prior to the time any Advance is reimbursed, Advance
Interest Amounts may be reimbursed solely from Penalty Charges and Modification Fees collected on the related Mortgage Loan, and
(y) at the time any Advance (other than Workout Delayed Reimbursement Amounts) is reimbursed, Advance Interest Amounts on such
reimbursed Advance shall be payable first from Penalty Charges and Modification Fees collected on the related Mortgage Loan, and,
to the extent such Penalty Charges and Modification Fees are insufficient, then from general collections on deposit in the Collection
Account), (B) for Advances made thereby with respect to Mortgage Loans that are part of a Serviced Loan Combination and any related
Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment or reimbursement of
any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such person pursuant
to this clause (ii)(B) being limited to Net Liquidation Proceeds on or in respect of the particular Mortgage Loan or REO Property
respecting which such Advance was made, which Net Liquidation Proceeds were received in connection with any of the events described
in clauses (iii), (iv) and (vii) of the definition of “Liquidation Event”, (C) to the extent not reimbursed pursuant
to Section 3.14 of this Agreement, for Advances and any related Advance Interest Amounts (or portion thereof) that have
been deemed to be Nonrecoverable Advances or are not recovered from recoveries in respect of the related Mortgage Loan, Serviced
Loan Combination or REO Property after a Final Recovery Determination to the extent not recovered from the related Loan Combination
Custodial Account and Advance Interest Amounts thereon, first, out of the principal portion of general collections on the
Mortgage Loans and REO Properties, and second, to the extent the principal portion of general collections is insufficient
and with respect to such excess only, subject to any election in its sole discretion to defer reimbursement thereof pursuant to
Section 3.27 of this Agreement, out of other collections on the Mortgage Loans and REO Properties, and (D) for Workout-Delayed
Reimbursement Amounts and Advance Interest Amounts thereon, first, out of the principal portion of the general collections


 



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on the Mortgage Loans and REO Properties, net of such amounts being reimbursed pursuant to clause (C) above, and second,
upon a determination by the Master Servicer, the Special Servicer or the Trustee, as applicable, that a Workout-Delayed Reimbursement
Amount is a Nonrecoverable Advance, in the same manner as Nonrecoverable Advances may be reimbursed (provided that with
respect to each Mortgage Loan or REO Property that relates to a Serviced Loan Combination, such Workout-Delayed Reimbursement
Amounts and Advance Interest Amounts thereon shall first be reimbursed pursuant to Section 3.06A(a)(ii) of this Agreement
and, if not reimbursed pursuant thereto, shall be paid from the Collection Account as provided in this clause (ii)(D));


 


(iii)      to
pay on or before each Master Servicer Remittance Date to the Master Servicer and to the Special Servicer, as applicable, as compensation,
the aggregate unpaid Servicing Fee with respect to Mortgage Loans (to the extent not otherwise required to be applied against
Prepayment Interest Shortfalls) in respect of the immediately preceding Interest Accrual Period, and Special Servicing Compensation
(if any) in respect of the immediately preceding Interest Accrual Period or Collection Period, as applicable, to be paid, in the
case of the Servicing Fee, from interest received on the related Mortgage Loan, and to pay from time to time to the Master Servicer
in accordance with Section 3.07(b) of this Agreement any interest or investment income earned on funds deposited in the
Collection Account and, in the case of the Special Servicing Fee, from general collections; provided, however, that
in the case of any Mortgage Loan or REO Mortgage Loan related to a Serviced Loan Combination, (A) Servicing Fees may be paid out
of the Collection Account pursuant to this clause (iii) only from the interest portion of Net Liquidation Proceeds on or in respect
of such Mortgage Loan or REO Property, which Net Liquidation Proceeds were received in connection with any of the events described
in clauses (iii), (iv) and (vii) of the definition of “Liquidation Event” and (B) Special Servicing Compensation shall
first be paid out of the related Loan Combination Custodial Account pursuant to Section 3.06A(a)(iii) of this Agreement and may
be paid out of the Collection Account pursuant to this clause (iii) only if and to the extent that such Special Servicing Compensation
has not been paid out of the related Loan Combination Custodial Account pursuant to Section 3.06A(a)(iii) of this Agreement;


 


(iv)      in
accordance with Section 2.03 of this Agreement, to reimburse the Trustee or the Special Servicer, out of general collections
on the Mortgage Loans and related REO Properties (including with respect to the Outside Serviced Mortgage Loans) for any unreimbursed
expense reasonably incurred by the Trustee or the Special Servicer in connection with the enforcement of a Mortgage Loan Seller’s
obligations under Section 6(e) of the related Mortgage Loan Purchase Agreement, together with interest thereon at the Advance
Rate from the time such expense was incurred to, but excluding, the date such expense was reimbursed, but only to the extent that
such expenses are not otherwise reimbursable;


 


(v)       to
pay out of general collections on the Mortgage Loans and related REO Properties, for costs and expenses incurred by the Trust
Fund with respect to the Mortgage Loans and related REO Properties pursuant to Sections 3.04(a) and 3.10(e)


 



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of this
Agreement and to pay Liquidation Expenses out of related Liquidation Proceeds pursuant to Section 3.11 of this Agreement
(provided that with respect to each Serviced Loan Combination, such expenses shall first be reimbursed pursuant to Section
3.06A(a)(iv) of this Agreement to the extent related to such Serviced Loan Combination and if not reimbursed pursuant thereto,
shall be paid from the Collection Account as provided in this clause (v));


 


(vi)      to
the extent not reimbursed or paid pursuant to any other clause of this Section 3.06, to reimburse or pay the Master
Servicer, the Trustee, the Custodian, the Certificate Administrator, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, CREFC® or the Depositor, as applicable, for unpaid Additional Trust Fund Expenses
(other than Advance Interest Amounts), unpaid Trustee/Certificate Administrator Fees, unpaid Servicing Fees (but only if the
related Mortgage Loan has been liquidated or a Final Recovery Determination has been made with respect thereto), unpaid
Special Servicing Compensation, unpaid Operating Advisor Fees, unpaid Operating Advisor Consulting Fees (but only to the
extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor), unpaid Asset Representations
Reviewer Ongoing Fees and any unpaid Asset Representations Reviewer Asset Review Fee (to the extent such fee is payable by
the Trust), unpaid CREFC® Intellectual Property Royalty License Fees and other unpaid items incurred by or
owing to such Person pursuant to Section 2.03(h)(vi), Section 2.03(j)(viii), the second sentence of Section
3.07(c), Section 3.08(a), Section 3.08(b), Section 3.10, Section 3.12(c), Section
3.16(a), Section 3.29(k), Section 6.03, Section 7.04, Section 8.05(a), Section
8.05(b), Section 8.05(d), Section 11.02(a), Section 11.02(b) or Section 12.07 of this
Agreement, or any other provision of this Agreement pursuant to which such Person is entitled to reimbursement or payment
from the Trust Fund, in each case only to the extent expressly reimbursable under such Section, it being acknowledged that
this clause (vi) shall not be deemed to modify the substance of any such Section, including the provisions of such
Section that set forth the extent to which one of the foregoing Persons is or is not entitled to payment or reimbursement
(provided that with respect to each Mortgage Loan that is part of a Serviced Loan Combination, such expenses shall
first be reimbursed pursuant to Section 3.06A(a)(v) of this Agreement to the extent related to such Serviced Loan
Combination and, if not reimbursed pursuant thereto, shall be paid from the Collection Account as provided in this clause
(vi), and provided, further, that Special Servicing Compensation with respect to any Serviced Companion Loan
(or a successor REO Companion Loan) shall not be payable from the Collection Account pursuant to this clause
(vi));


 


(vii)     to
transfer to the Certificate Administrator for deposit in one or more separate, non-interest bearing accounts any amount reasonably
determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on either
Trust REMIC under the circumstances and to the extent described in Section 4.05 of this Agreement;


 






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(viii)     to
make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in the Collection Account as are
contemplated by Section 3.14 of this Agreement;


 


(ix)       to
make such payments and reimbursements as contemplated by Section 3.06(c) of this Agreement out of funds transferred to
the Collection Account from the Loss of Value Reserve Fund pursuant to Section 3.06(c) of the Agreement;


 


(x)        to
withdraw any amount deposited into the Collection Account that was not required to be deposited therein; or


 


(xi)       to
clear and terminate the Collection Account pursuant to Section 9.01 of this Agreement.


 


If
and to the extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause
of the prior paragraph above for any cost, expense, indemnity, fee or Property Advance or Advance Interest Amount thereon with
respect to a Loan Combination that represents the related Serviced Companion Loan’s allocable share of such cost, expense,
indemnity, fee, or Property Advance or Advance Interest Amount thereon (taking into account the subordinate nature of any related
Subordinate Companion Loan(s)), the Master Servicer shall use efforts consistent with the Servicing Standard to collect such amounts
out of collections on such Serviced Companion Loan (or, if and to the extent permitted under the related Co-Lender Agreement,
from the related Serviced Companion Loan Holder) and deposit all such amounts (collectively, with respect to such Serviced Companion
Loan, the “Trust Reimbursement Amount No.1”) collected from or on behalf of the related Serviced Companion
Loan Holder into the Collection Account.


 


The
Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary
for the payments or reimbursement of amounts required to be paid to the parties to, and/or the securitization trust created under,
the applicable Outside Servicing Agreement by the holder of each Outside Serviced Mortgage Loan pursuant to each Outside Serviced
Co-Lender Agreement. In the absence of manifest error, the Master Servicer may conclusively rely on the request for payments contemplated
by the preceding sentence.


 


The
Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of justifying
any withdrawal from the Collection Account pursuant to subclauses (i)-(ix) of the third preceding paragraph.


 


The
Master Servicer shall pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer),
the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Certificate Administrator, as applicable, from
the applicable Collection Account, amounts permitted to be paid thereto from such account promptly upon receipt of a written statement
of an officer of the Special Servicer, an officer of the Operating Advisor, an officer of the Asset Representations Reviewer or
a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, describing the item and amount to which
the Special Servicer (or such third party contractor), the Operating Advisor, the Asset Representations Reviewer, the Trustee
or the Certificate Administrator, as the case may be, is entitled (unless such


 



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payment to the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee or the Certificate Administrator, as the case may be, is clearly required
pursuant to this Agreement, in which case a written statement is not required). The Master Servicer may rely conclusively on any
such written statement and shall have no duty to recalculate the amounts stated therein. The parties seeking payment pursuant
to this Section shall each keep and maintain a separate accounting for the purpose of justifying any request for withdrawal from
each Collection Account, on a loan-by-loan basis.


 


With
respect to each Outside Serviced Mortgage Loan, the Master Servicer shall pay to, subject to Section 3.01(j)(i) and (j)(ii),
the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related
Outside Trustee, as applicable, from the Collection Account on the Master Servicer Remittance Date amounts permitted to be paid
to the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related
Outside Trustee, as applicable, therefrom based upon an Officer’s Certificate received from the related Outside Servicer,
the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable,
on the first Business Day following the immediately preceding Determination Date, describing the item and amount to which the
related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside
Trustee, as applicable, is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty
to re-calculate the amounts stated therein.


 


The
Trustee, the Custodian, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Depositor,
CREFC®, the Special Servicer and the Master Servicer shall in all cases have a right prior to the Certificateholders
to any funds on deposit in the Collection Account from time to time for the reimbursement or payment of the Servicing Fees (including
investment income), Trustee/Certificate Administrator Fees, Special Servicing Compensation, Advances, Advance Interest Amounts,
Operating Advisor Fees, Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fees are actually
received from the related Mortgagor(s)), Asset Representations Reviewer Ongoing Fee, Asset Representations Reviewer Asset Review
Fee (only to the extent such fee is payable by the Trust), CREFC® Intellectual Property Royalty License Fees and
(for each of such Persons other than CREFC®) their respective expenses hereunder (including without limitation
Additional Trust Fund Expenses) to the extent such fees, indemnity amounts and expenses are to be reimbursed or paid from amounts
on deposit in the Collection Account pursuant to this Agreement (and to have such amounts paid directly to third party contractors
for any invoices submitted to the Trustee, the Master Servicer or the Special Servicer, as applicable).


 


(b)       The
Certificate Administrator shall, upon receipt, deposit in each of the Lower-Tier REMIC Distribution Account, the Excess
Interest Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account any and all
amounts received by the Certificate Administrator in accordance with Section 3.06(a)(i) of this Agreement and required
to be deposited therein. If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such other
date as any amount referred to in the preceding sentence is required to be delivered hereunder, the Master Servicer shall not
have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account and the


 



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Excess Liquidation Proceeds
Reserve Account the amounts required to be deposited therein pursuant to the provisions of this Agreement (including, without
limitation, Section 3.06(a)(i) of this Agreement), then the Certificate Administrator shall, to the extent that a Responsible
Officer of the Certificate Administrator has such knowledge, provide notice of such failure to the Master Servicer by facsimile
transmission sent to telecopy number (704) 715-0036 (or such alternative number provided by the Master Servicer to the Certificate
Administrator in writing) and by telephone at telephone number (800) 326-1334 (or such alternative number provided by the Master
Servicer to the Certificate Administrator in writing) as soon as possible, but in any event before 5:00 p.m., New York City time,
on such day; provided, however, that the Master Servicer will pay the Certificate Administrator interest on such
late payment at the Prime Rate until such late payment is received by the Certificate Administrator.


 


(c)       If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related
REO Property, then the Special Servicer shall, promptly upon written direction from the Master Servicer (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), the Special
Servicer shall 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, the Special Servicer or the Trustee, in accordance with Section 3.06(a) of this Agreement,
for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related REO Property (together with
any related Advance Interest Amounts);


 


(ii)       to
pay, in accordance with Section 3.06(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
relating to such Mortgage Loan or any related REO Property that constitutes or, if not paid out of such Loss of Value Payments,
would constitute an Additional Trust Fund Expense, and to pay, in accordance with Section 3.06(a) of this Agreement, any
unpaid Liquidation Fee due and owing to the Special Servicer with respect to such Mortgage Loan or any related REO Property;


 


(iii)      to
offset any portion of Realized Losses and/or VRR Realized Losses that are attributable to such Mortgage Loan or related REO Property
(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 Mortgage Loan;


 


(iv)      following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related 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)
above as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect
of any other Mortgage Loan or REO Mortgage Loan; and


 






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(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 and/or VRR Realized
Losses that are attributable to the Mortgage Loan or related REO Property for which the contribution was made, Additional Trust
Fund Expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan or related REO Property for which the
contribution was made.


 


Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (i) - (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 Mortgage
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 (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by
the Trust in respect of the Mortgage Loan or REO Mortgage Loan for which such Loss of Value Payments are being transferred to
the Collection Account to cover an item contemplated by clauses (i)-(iii) of the prior paragraph.


 


Section
3.06A.     Permitted Withdrawals From the Loan Combination Custodial Account.


 


(a)       The
Master Servicer may make withdrawals from the Loan Combination Custodial Account for each Serviced Loan Combination only as described
below (the order set forth below not constituting an order of priority for such withdrawals), subject to the application of Penalty
Charges and Modification Fees in accordance with the related Co-Lender Agreement and Section 3.14 of this Agreement:


 


(i)        (A)
after the Determination Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in
each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any
REO Property related to such Serviced Loan Combination, if such funds are received after the Determination Date and before the
Distribution Date in any calendar month and were not available for any earlier transfer to the Collection Account in such calendar
month), to transfer to the Collection Account all amounts on deposit in the Loan Combination Custodial Account payable to the
Trust pursuant to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan),
including any applicable Trust Reimbursement Amount, and (B) on or prior to the related Serviced Loan Combination Remittance Date
in each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any
REO Property related to such Serviced Loan Combination, if such funds are received after the Determination Date and before the
Distribution Date in any calendar month), to remit to the related Serviced Companion Loan Holder all amounts on deposit in the
Loan Combination Custodial Account payable to such Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement
with respect to the related Serviced Companion Loan (or any successor REO Companion Loan), exclusive of any applicable Trust Reimbursement
Amount;


 






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(ii)       to
pay or reimburse the Master Servicer, the Special Servicer or the Trustee, for Advances made thereby with respect to such Serviced
Loan Combination and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such
payment or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to
reimburse any such Person pursuant to this clause (ii) being limited to late collections (including cure payments by related Serviced
Companion Loan Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation
Proceeds, Net REO Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Serviced Loan
Combination or any related REO Property; provided, however, that if such Advance has become a Workout-Delayed Reimbursement Amount
(but not a Nonrecoverable Advance), then neither such Workout-Delayed Reimbursement Amount nor any related Advance Interest Amounts
shall be reimbursed or paid, as the case may be, out of payments or other collections of interest (other than Penalty Charges)
or Yield Maintenance Charges on or in respect of the related Mortgage Loan (or any successor REO Mortgage Loan) or the related
Serviced Companion Loan (or any successor REO Companion Loan); and provided, further, that if such Advance is a P&I Advance
with respect to the related Mortgage Loan (or a successor REO Mortgage Loan), then neither such Advance nor any related Advance
Interest Amounts shall be reimbursed or paid, as the case may be, out of, or otherwise result in a reduction of, amounts otherwise
payable to the related Serviced Companion Loan Holder with respect to the related Serviced Companion Loan (or any successor REO
Companion Loan), except that in the case of a Serviced AB Loan Combination, reimbursements or payments, as the case may be, of
Advances or any related Advance Interest Amounts shall be made taking into account the subordinate nature of the related Subordinate
Companion Loan(s) to the extent set forth in, and in accordance with, the related Co-Lender Agreement;


 


(iii)      to
pay on or before each Master Servicer Remittance Date (A) to the Master Servicer as compensation, the aggregate unpaid
Servicing Fee with respect to such Serviced Loan Combination (to the extent not otherwise required to be applied against
Prepayment Interest Shortfalls) in respect of the immediately preceding Interest Accrual Period, to be paid from interest
received on the related Mortgage Loan or Serviced Companion Loan, as applicable, and to pay from time to time to the Master
Servicer in accordance with Section 3.07(b) any interest or investment income earned on funds deposited in such Loan
Combination Custodial Account and (B) to the Special Servicer as compensation, any Special Servicing Compensation payable
with respect to such Serviced Loan Combination; provided, however, that no Servicing Fees or Special Servicing Compensation
earned with respect to the related Mortgage Loan (or a successor REO Mortgage Loan) shall be payable out of, or otherwise
result in a reduction of, amounts otherwise payable to the related Serviced Companion Loan Holder with respect to the related
Serviced Companion Loan (or any successor REO Companion Loan) (provided that, in the case of a Serviced AB Loan Combination,
such payments shall be made taking into account the subordinate nature of the related Subordinate Companion Loan(s) to the
extent set forth in, and in accordance with, the related Co-Lender Agreement), and no Servicing Fees or Special Servicing
Compensation earned with respect to the related Serviced Companion Loan (or any


 



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successor REO Companion Loan)
shall be payable out of, or otherwise result in a reduction of, amounts otherwise payable to the Trust with respect to the related
Mortgage Loan (or a successor REO Mortgage Loan) (it being acknowledged and agreed that this proviso is in no way intended to
limit the rights of the Master Servicer or Special Servicer under the related Co-Lender Agreement to seek payment of any unpaid
Servicing Fees or Special Servicing Compensation, as applicable, with respect to any Serviced Companion Loan from the related
Serviced Companion Loan Holder);


 


(iv)      to
pay for costs and expenses incurred by the Trust Fund solely with respect to such Serviced Loan Combination and related REO Property
pursuant to Section 3.10(e) and to pay Liquidation Expenses out of Liquidation Proceeds pursuant to Section 3.11;


 


(v)       to
the extent not reimbursed or paid pursuant to any other clause of this Section 3.06A, to reimburse or pay the Master Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Special Servicer or
the Depositor, as applicable, for unpaid Additional Trust Fund Expenses, Servicing Fees and other unpaid items incurred by or
owing to such Person pursuant to the second sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b),
Section 3.10, the second sentence of Section 3.12(a), the third sentence of Section 3.12(c), Section 3.16(a),
Section 6.03, Section 7.04, the last sentence of Section 8.05(a), Section 8.05(b), Section 8.05(d)
or Section 12.07, or any other provision of this Agreement pursuant to which such Person is entitled to reimbursement
or payment from the Trust Fund, in each case only to the extent expressly reimbursable under such Section and to the extent related
to such Serviced Loan Combination and not related to amounts which are solely expenses of the Trust Fund (such as expenses related
to administration of the Trust Fund or REMIC taxes, penalties or interest or preservation of the REMIC status of each Trust REMIC),
it being acknowledged that this clause (v) shall not be deemed to modify the substance of any such Section, including the provisions
of such Section that set forth the extent to which one of the foregoing Persons is or is not entitled to payment or reimbursement;
provided, however, that no payment or reimbursement to the Operating Advisor, the Asset Representations Reviewer or the Certificate
Administrator or payment or reimbursement of costs and expenses associated with obtaining a Rating Agency Confirmation, shall
be made out of, or otherwise result in a reduction of, amounts otherwise payable to the related Serviced Companion Loan Holder
with respect to the related Serviced Companion Loan (or successor REO Companion Loan) (provided that, in the case of a Serviced
AB Loan Combination, such payments or reimbursements shall be made taking into account the subordinate nature of the related Subordinate
Companion Loan(s) to the extent set forth in, and in accordance with, the related Co-Lender Agreement), and no payment or reimbursement
of costs and expenses associated with obtaining a Companion Loan Rating Agency Confirmation shall be made out of, or otherwise
result in a reduction of, amounts otherwise payable to the Trust with respect to the related Mortgage Loan (or any successor REO
Mortgage Loan);


 






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(vi)      to
make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in such Loan Combination Custodial
Account as are contemplated by the related Co-Lender Agreement and Section 3.14 of this Agreement;


 


(vii)     to
withdraw any amount deposited into such Loan Combination Custodial Account that was not required to be deposited therein;


 


(viii)    if
the related Serviced Companion Loan (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization
Trust, to the extent required by the related Co-Lender Agreement, to reimburse the applicable party to the related Other Pooling
and Servicing Agreement for any advances of delinquent monthly debt service payments made thereby with respect to such Serviced
Companion Loan (or REO Companion Loan), together with interest thereon, provided that such reimbursement, together with interest,
shall be made solely out of payments and other collections on such Serviced Companion Loan (or REO Companion Loan); or


 


(ix)      to
clear and terminate such Loan Combination Custodial Account pursuant to Section 9.01 of this Agreement.


 


The
Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan and Companion Loan-by-Companion
Loan basis, for the purpose of justifying any withdrawal from each Loan Combination Custodial Account pursuant to subclauses (i)
- (ix) above. If and to the extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant
to any clause of the prior paragraph above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon
with respect to a Serviced Loan Combination out of monies allocable to the related Mortgage Loan (or any successor REO Mortgage
Loan) to an extent that the Trust has borne some or all of the related Serviced Companion Loan’s allocable share of such
cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon (taking into account the subordinate nature of
any related Subordinate Companion Loan(s) to the extent set forth in, and in accordance with, the related Co-Lender Agreement),
the Master Servicer shall use efforts consistent with the Servicing Standard to collect such amounts disproportionately borne
by the Trust out of collections on such Serviced Companion Loan (or, if and to the extent permitted under the related Co-Lender
Agreement, from the related Serviced Companion Loan Holder) and deposit all such amounts (collectively, with respect to such Serviced
Companion Loan, the “Trust Reimbursement Amount No.2” and, together with Trust Reimbursement Amount No.1, the
“Trust Reimbursement Amount”) collected from or on behalf of the related Serviced Companion Loan Holder into
the Collection Account.


 


The
Master Servicer shall pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer),
the Operating Advisor, the Trustee, the Certificate Administrator and an advancing party under any Other Pooling and Servicing
Agreement, as applicable, from the applicable Loan Combination Custodial Account, amounts permitted to be paid thereto from such
account promptly upon receipt of a written statement of an officer of the Special Servicer, an officer of the Operating Advisor,
a Responsible Officer of the Trustee or the Certificate Administrator or an officer of such advancing party under such Other Pooling
and Servicing Agreement, as the case may be, describing the item and amount to which


 



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the Special Servicer (or such third party
contractor), the Operating Advisor, the Trustee, the Certificate Administrator or such advancing party under such Other Pooling
and Servicing Agreement, as the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor,
the Trustee or the Certificate Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case
a written statement is not required). The Master Servicer may rely conclusively on any such written statement and shall have no
duty to re-calculate the amounts stated therein. The parties seeking payment pursuant to this Section shall each keep and maintain
separate accounting for the purpose of justifying any request for withdrawal from each Loan Combination Custodial Account, on
a loan-by-loan basis.


 


The
Trustee, the Depositor, the Operating Advisor, the Certificate Administrator, the Special Servicer and the Master Servicer shall
in all cases have a right prior to the Certificateholders to any funds on deposit in a Loan Combination Custodial Account from
time to time for the reimbursement or payment of the Servicing Fees (including investment income), or Special Servicing Compensation,
Advances, Advance Interest Amounts and their respective indemnity amounts or expenses hereunder to the extent such fees, indemnity
amounts and expenses are to be reimbursed or paid from amounts on deposit in such Loan Combination Custodial Account pursuant
to this Agreement and the related Co-Lender Agreement (and to have such amounts paid directly to third party contractors for any
invoices approved by the Trustee, the Depositor, the Certificate Administrator, the Master Servicer or the Special Servicer, as
applicable); provided, however, for the avoidance of doubt, neither the Trustee/Certificate Administrator Fees nor
the Operating Advisor Fee shall be paid from funds on deposit in a Loan Combination Custodial Account.


 


After
the Determination Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each
calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property
related to the applicable Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution
Date in any calendar month and were not available for any earlier transfer to the Collection Account in such calendar month),
the Master Servicer shall remit for deposit in the Collection Account all amounts on deposit in a Loan Combination Custodial Account
payable to the Trust pursuant to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO
Mortgage Loan), including any applicable Trust Reimbursement Amount; and on or prior to the related Serviced Loan Combination
Remittance Date in each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO
Account for any REO Property related to the applicable Serviced Loan Combination, if such funds are received after the Determination
Date and before the Distribution Date in any calendar month), the Master Servicer shall remit to the related Serviced Companion
Loan Holder all amounts on deposit in a Loan Combination Custodial Account payable to such Serviced Companion Loan Holder pursuant
to the related Co-Lender Agreement with respect to the related Serviced Companion Loan (or any successor REO Companion Loan),
exclusive of any applicable Trust Reimbursement Amount, in each case, prior to the required remittance from the Collection Account
to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account on such Master Servicer Remittance
Date.


 


(b)       Notwithstanding
anything to the contrary contained herein, with respect to each Serviced Companion Loan, the Master Servicer shall withdraw from
the related Loan


 



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Combination Custodial Account and remit to the related Serviced Companion Loan Holder, within one (1) Business
Day of receipt of properly identified funds, any amounts that represent late collections or Principal Prepayments received by
the Master Servicer from the related Mortgagor that are allocable to such Serviced Companion Loan or any successor REO Loan with
respect thereto (exclusive of any portion of such amount paid or reimbursed to any third party in accordance with the related
Co-Lender Agreement) unless such amount would otherwise be included in the monthly remittance to the related Serviced Companion
Loan Holder for such month pursuant to Section 3.06A(a); provided, however, that to the extent any such amounts
are received after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts
to remit such amounts to the related Serviced Companion Loan Holder within one (1) Business Day of receipt of properly identified
funds but, in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt of properly identified
funds.


 


Section
3.07     Investment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts.


 


(a)       The
Master Servicer, or with respect to any REO Account and any Loss of Value Reserve Fund, the Special Servicer, may direct any depository
institution maintaining the Collection Account, any Loan Combination Custodial Account, any Mortgagor Account (subject to the
second succeeding sentence), any REO Account or any Loss of Value Reserve Fund (each of the Collection Account, any Loan Combination
Custodial Account, any REO Account, any Loss of Value Reserve Fund and any Mortgagor Account, for purposes of this Section
3.07, an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted
Investments that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the Business
Day preceding the date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement.
Any direction by the Master Servicer or the Special Servicer to invest funds on deposit in an Investment Account shall be in writing
and shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required hereby
or is payable on demand. In the case of any Escrow Account or Lock-Box Account (the “Mortgagor Accounts”),
the Master Servicer shall act upon the written request of the related Mortgagor or Manager to the extent the Master Servicer is
required to do so under the terms of the respective Mortgage Loan (or Serviced Loan Combination) or related documents, provided
that in the absence of appropriate written instructions from the related Mortgagor or Manager meeting the requirements of
this Section 3.07, the Master Servicer shall have no obligation to, but will be entitled to, direct the investment of funds
in such accounts in Permitted Investments. All such Permitted Investments shall be held to maturity, unless payable on demand.
Any investment of funds in an Investment Account shall be made in the name of the Trustee or a nominee of the Trustee (in each
case for the benefit of the Certificateholders). The Trustee (for the benefit of the Certificateholders) shall have sole control
(except with respect to investment direction, which shall be in the control of the Master Servicer (with respect to the Collection
Account, any Loan Combination Custodial Account or any Mortgagor Account) or the Special Servicer (with respect to any REO Accounts
and any Loss of Value Reserve Fund), as applicable, as an independent contractor to the Trust Fund) over each such investment
and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its nominee
(which shall initially be the Master Servicer or the Special


 



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Servicer, as applicable), together with any document of transfer,
if any, necessary to transfer title to such investment to the Trustee or its nominee (for the benefit of the Certificateholders).
Neither the Trustee nor the Certificate Administrator shall have any responsibility or liability with respect to the investment
directions of the Master Servicer or the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether
from Permitted Investments or otherwise. The Master Servicer shall have no responsibility or liability with respect to the investment
direction of the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted Investments
or otherwise. The Special Servicer shall have no responsibility or liability with respect to the investment direction of the Master
Servicer, any Mortgagor or any property manager or any losses resulting therefrom, whether from Permitted Investments or otherwise.
In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand,
the Master Servicer (or the Special Servicer in the case of REO Accounts and any Loss of Value Reserve Fund), shall: (x) consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount
required to be withdrawn on such date; and (y) demand payment of all amounts due thereunder promptly upon determination by the
Master Servicer (or the Special Servicer in the case of REO Accounts and any Loss of Value Reserve Fund) that such Permitted Investment
would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment Account. Amounts
on deposit in the Distribution Account, the Excess Interest Distribution Account, the Excess Liquidation Proceeds Reserve Account
and the Interest Reserve Account (each, a “Certificate Administrator Account”) shall remain uninvested.


 


(b)       All
income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the Master Servicer,
except with respect to the investment of funds deposited in (i) any Mortgagor Account to the extent required under the Mortgage
Loan (or Serviced Loan Combination) or applicable law to be for the benefit of the related Mortgagor or (ii) any REO Account and
any Loss of Value Reserve Fund, which shall be for the benefit of the Special Servicer, and if held in the Collection Account,
a Loan Combination Custodial Account or an REO Account, shall be subject to withdrawal by the Master Servicer or the Special Servicer,
as applicable, in accordance with Section 3.06, Section 3.06A or Section 3.16(b) of this Agreement, as applicable.
The Master Servicer (or with respect to any REO Account and any Loss of Value Reserve Fund, the Special Servicer) shall deposit
from its own funds into any applicable Investment Account, the amount of any loss incurred in respect of any such Permitted Investment
immediately upon realization of such loss (except with respect to losses incurred as a result of the related Mortgagor or Manager
exercising its power under the related Loan Documents to direct such investment in such Mortgagor Account); provided, however,
that the Master Servicer or Special Servicer, as applicable, may reduce the amount of such payment to the extent it forgoes any
investment income in such Investment Account otherwise payable to it. The Master Servicer shall also deposit from its own funds
in any Mortgagor Account the amount of any loss incurred in respect of Permitted Investments, except to the extent that amounts
are invested for the benefit of the Mortgagor under the terms of the Mortgage Loan (or Serviced Loan Combination) or applicable
law. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer (in their respective capacities as Master
Servicer and Special Servicer, respectively) shall be required to deposit any loss on an investment of funds in an Investment


 



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Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository institution
or trust company that holds such Investment Account, so long as such depository institution or trust company is not the Person
or an Affiliate of the Person maintaining such account hereunder and satisfied the qualifications set forth in the definition
of Eligible Account both (1) at the time such investment was made and (2) as of the date that is 30 days prior to the insolvency.


 


(c)       Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Trustee may, and upon the request
of Holders of Certificates representing greater than 50% of the Percentage Interests of any Class shall, take such action as may
be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. In
the event the Trustee takes any such action, the Trust Fund shall pay or reimburse the Trustee for all reasonable out-of-pocket
expenses, disbursements and advances incurred or made by the Trustee in connection therewith. In the event that the Trustee does
not take any such action, the Master Servicer may, but is not obligated to, take such action at its own cost and expense.


 


Section
3.08     Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage.


 


(a)       The
Master Servicer on behalf of the Trustee, as mortgagee of record, shall use efforts consistent with the Servicing Standard to
cause the related Mortgagor to maintain, to the extent required by each Mortgage Loan (other than an Outside Serviced Mortgage
Loan) and each Serviced Companion Loan (except to the extent that the failure to maintain such insurance coverage is an Acceptable
Insurance Default), and if the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement
concerning Nonrecoverable Advances and to the extent the Trustee as mortgagee of record has an insurable interest and to the extent
available at commercially reasonable rates), (i) fire and hazard insurance (and windstorm insurance, if applicable) with extended
coverage on the related Mortgaged Property in an amount which is at least equal to the lesser of (a) one hundred percent (100%)
of the then “full replacement cost” of the improvements and equipment (excluding foundations, footings and excavation
costs), without deduction for physical depreciation, and (b) the outstanding principal balance of the related Mortgage Loan and
the related Serviced Companion Loan or such greater amount as is necessary to prevent any reduction in such policy by reason of
the application of co-insurance provisions and to prevent the Trustee thereunder from being deemed to be a co-insurer and provided
such policy shall include a “replacement cost” rider, (ii) insurance providing coverage against 18 months (or such
longer period or with such extended period endorsement as provided in the related Mortgage or other Loan Document) of rent interruptions
and (iii) such other insurance as is required in the related Mortgage Loan and the related Serviced Companion Loan; provided
that, if the Loan Documents with respect to any CREFI Mortgage Loan permits the related Mortgagor to maintain, with the lender’s
consent, any insurance policy that (A) has coverages, deductibles and/or other related provisions other than those specified in
the related Loan Documents and/or (B) is provided by an insurer that (x) is not a Qualified Insurer and (y) does not meet the
credit ratings requirements set forth in the related Loan Documents (any such insurance policy, a “Non-Conforming Policy”),
the Master Servicer shall not consent to such


 



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Non-Conforming Policy unless the Master Servicer has received a Rating Agency Confirmation
with respect to such Non-Conforming Policy. Subject to Section 3.16 of this Agreement, the Special Servicer in accordance
with the Servicing Standard and to the extent available at commercially reasonable rates (as determined by the Special Servicer
in accordance with the Servicing Standard), shall cause to be maintained for each REO Property (other than an REO Property related
to an Outside Serviced Mortgage Loan) no less insurance coverage than was previously required of the Mortgagor under the related
Loan Documents (except to the extent that the failure to maintain such insurance coverage is an Acceptable Insurance Default);
provided that to the extent the Loan Documents require the related Mortgagor to maintain insurance with an insurer rated
better than as indicated in the definition of “Qualified Insurer”, the Master Servicer may, without a Rating Agency
Confirmation or the approval of the Special Servicer, to the extent consistent with the Servicing Standard, permit the related
Mortgagor to maintain insurance with an insurer that does not meet the requirements of the Loan Documents so long as the related
Mortgagor maintains insurance with an insurer rated at least as indicated in the definition of “Qualified Insurer”.
All insurance for an REO Property shall be from a Qualified Insurer, if available from a Qualified Insurer, and if not available
from a Qualified Insurer, from an insurance provider that is rated the next highest available rating who is offering such insurance
at commercially reasonable rates. Any amounts collected by the Master Servicer or the Special Servicer under any such policies
(other than amounts required to be applied to the restoration or repair of the related Mortgaged Property or amounts to be released
to the Mortgagor in accordance with the terms of the related Loan Documents) shall be deposited into the Collection Account pursuant
to Section 3.05 of this Agreement or the Loan Combination Custodial Account pursuant to Section 3.05A of this Agreement,
as applicable, subject to withdrawal pursuant to Section 3.05, Section 3.05A, Section 3.06 or Section
3.06A of this Agreement. Any cost incurred by the Master Servicer or the Special Servicer in maintaining any such insurance
shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid principal balance of the
related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is understood and agreed that no other
additional insurance other than flood insurance or earthquake insurance subject to the conditions set forth below is to be required
of any Mortgagor or to be maintained by the Master Servicer other than pursuant to the terms of the related Loan Documents and
pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.
If the related Mortgaged Property (other than an REO Property and other than with respect to an Outside Serviced Mortgage Loan)
is located in a federally designated special flood hazard area, the Master Servicer will use efforts consistent with the Servicing
Standard to cause the related Mortgagor to maintain, to the extent required by each Serviced Loan, and if the related Mortgagor
does not so maintain, shall itself obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances) and
maintain flood insurance in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid
principal balance of the related Mortgage Loan and the related Serviced Companion Loan and (ii) the maximum amount of such insurance
required by the terms of the related Mortgage Loan or Serviced Loan Combination and as is available for the related property under
the national flood insurance program (assuming that the area in which such property is located is participating in such program).
If a Mortgaged Property (other than an REO Property) is related to a Serviced Loan pursuant to which earthquake insurance is required
to be maintained pursuant to the terms of the Mortgage Loan or Serviced Loan Combination, the Master Servicer shall use efforts


 



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consistent with the Servicing Standard to cause the related Mortgagor to maintain, and if the related Mortgagor does not so maintain
will itself obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances and for so long as such insurance
continues to be available at commercially reasonable rates) and maintain earthquake insurance in respect thereof, in the amount
required by the Mortgage Loan or Serviced Loan Combination or, if not specified, in-place at origination. If an REO Property (other
than an REO Property related to the Outside Serviced Mortgage Loan) (i) is located in a federally designated special flood hazard
area or (ii) is related to a Serviced Loan with respect to which earthquake insurance would be appropriate in accordance with
the Servicing Standard and such insurance is available at commercially reasonable rates, the Special Servicer will obtain (subject
to the provisions of this Agreement concerning Nonrecoverable Advances) and maintain flood insurance and/or earthquake insurance
in respect thereof providing the same coverage as described in this Section 3.08(a). Out-of-pocket expenses incurred by
the Master Servicer or Special Servicer in maintaining insurance policies pursuant to this Section 3.08 shall be advanced
by the Master Servicer as a Property Advance and shall be reimbursable to the Master Servicer with interest at the Advance Rate.
The Master Servicer (or the Special Servicer, with respect to REO Properties) agrees to prepare and present, on behalf of itself,
the Trustee and the Certificateholders and the Serviced Companion Loan Holders, claims under each related insurance policy maintained
by it pursuant to this Section 3.08(a) in a timely fashion in accordance with the terms of such policy and to take such
reasonable steps as are necessary to receive payment or to permit recovery thereunder. All insurance policies required to be maintained
by the Master Servicer or Special Servicer hereunder shall name the Trustee or the Master Servicer or the Special Servicer, on
behalf of the Trustee as the mortgagee, as loss payee, and shall be issued by Qualified Insurers, if available from a Qualified
Insurer, and if not available from a Qualified Insurer, from an insurance provider that is rated the next highest available rating
who is offering such insurance at commercially reasonable rates. Notwithstanding the foregoing: (A) the Master Servicer shall
not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property and the Special Servicer
shall not be required to maintain any earthquake or environmental insurance policy on any REO Property, in each case unless such
insurance is required to be maintained under the related Loan Documents and is available at commercially reasonable rates; provided,
however, that neither the Master Servicer nor the Special Servicer shall have any obligation to maintain such earthquake
or environmental insurance policy required under the related Loan Documents if the originator of the Serviced Mortgage Loan or
Serviced Loan Combination waived compliance with such insurance requirements (and if the applicable Master Servicer does not cause
the Mortgagor to maintain or does not itself maintain such earthquake or environmental insurance policy on any Mortgaged Property,
the Special Servicer shall have the right, but not the duty, to obtain, at the Trust’s expense, earthquake or environmental
insurance on any Mortgaged Property securing a Specially Serviced Loan or an REO Property so long as such insurance is available
at commercially reasonable rates); (B) with respect to the Master Servicer’s obligation to cause the related Mortgagor to
maintain such insurance, the Master Servicer shall have no obligation beyond using its efforts consistent with the Servicing Standard
to cause any Mortgagor to maintain the insurance required to be maintained or that the lender is entitled to reasonably require,
subject to applicable law, under the related Loan Documents; and (C) in making determinations as to the availability of insurance
at commercially reasonable rates or otherwise, the Master Servicer or the Special Servicer, as applicable, shall, to the extent
consistent with the Servicing Standard, be entitled to rely, at its


 



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own expense, on insurance consultants in making such determination
and any such determinations by the Master Servicer or the Special Servicer, as applicable, need not be made more frequently than
annually but in any event shall be made at the approximate date on which the Master Servicer or the Special Servicer, as applicable,
receives notice of the renewal, replacement or cancellation of coverage.


 


Notwithstanding
the foregoing, the Master Servicer or Special Servicer, as applicable, will not be required to maintain, and shall not cause a
Mortgagor to be in default with respect to the failure of the related Mortgagor to obtain, all risk casualty insurance which does
not contain any carve out for terrorist or similar acts, if, and only if, the Special Servicer has determined in accordance with
the Servicing Standard that the failure to maintain such insurance is an Acceptable Insurance Default; provided that, during
the period that the Special Servicer is evaluating such insurance hereunder, the Master Servicer shall not be liable for any loss
related to its failure to require the Mortgagor to maintain terrorism insurance and shall not be in default of its obligations
hereunder as a result of such failure. The Special Servicer shall promptly notify the Master Servicer of each determination under
this paragraph.


 


(b)       (i)
If the Master Servicer or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard
losses on all of the Mortgaged Properties (other than REO Properties and other than Mortgaged Properties that secure the Outside
Serviced Mortgage Loans) as to which the related Mortgagor has not maintained insurance required by the related Mortgage Loan
or, if applicable, related Serviced Loan Combination (other than any Mortgagor that is required under the related Loan Documents
to maintain insurance with an insurer rated better than as indicated in the definition of “Qualified Insurer” that
maintains insurance with an insurer rated at least as indicated in the definition of “Qualified Insurer”) or the Special
Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard losses on all of the REO Properties
(other than REO Properties acquired in respect of the Outside Serviced Mortgage Loan), as required under this Agreement, as the
case may be, then the Master Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have satisfied
its respective obligations concerning the maintenance of insurance coverage set forth in Section 3.08(a) of this Agreement.
Any such blanket insurance policy shall be maintained with a Qualified Insurer. A blanket insurance policy may contain a deductible
clause, in which case the Master Servicer or the Special Servicer, as applicable, shall, in the event that (i) there shall not
have been maintained on the related Mortgaged Property a policy otherwise complying with the provisions of Section 3.08(a)
of this Agreement, and (ii) there shall have been one or more losses which would have been covered by such a policy had it
been maintained, immediately deposit into the Collection Account or, if applicable, related Loan Combination Custodial Account
from its own funds the amount not otherwise payable under the blanket policy because of such deductible clause to the extent that
any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan or Serviced Loan Combination
or, in the absence of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.
In connection with its activities as Master Servicer or the Special Servicer hereunder, as applicable, the Master Servicer and
the Special Servicer, respectively, agree to prepare and present, on behalf of itself, the Trustee and Certificateholder and any
related Serviced Companion Loan Holder, claims under any such blanket policy which it maintains in a timely


 



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fashion in accordance
with the terms of such policy and to take such reasonable steps as are necessary to receive payment or permit recovery thereunder.


 


(ii)        If
the Master Servicer causes any Mortgaged Property (other than any REO Property and other than any Mortgaged Property that secures
an Outside Serviced Mortgage Loan) or the Special Servicer causes any REO Property (other than an REO Property acquired in respect
of an Outside Serviced Mortgage Loan) to be covered by a master force placed insurance policy and such policy shall be issued
by a Qualified Insurer and provide no less coverage in scope and amount for such Mortgaged Property or REO Property than the insurance
required to be maintained pursuant to Section 3.08(a) of this Agreement, then the Master Servicer or Special Servicer,
as the case may be, shall conclusively be deemed to have satisfied its respective obligations to maintain insurance pursuant to
Section 3.08(a) of this Agreement. Such policy may contain a deductible clause, in which case the Master Servicer or the
Special Servicer, as applicable, shall, in the event that (i) there shall not have been maintained on the related Mortgaged Property
or REO Property a policy otherwise complying with the provisions of Section 3.08(a), and (ii) there shall have been one
or more losses which would have been covered by such a policy had it been maintained, immediately deposit into the Collection
Account or, if applicable, related Loan Combination Custodial Account from its own funds the amount not otherwise payable under
such policy because of such deductible to the extent that any such deductible exceeds the deductible limitation that pertained
to the related Mortgage Loan and/or related Serviced Companion Loan(s) related thereto, or, in the absence of any such deductible
limitation, the deductible limitation which is consistent with the Servicing Standard.


 


(iii)       In
either case, if the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property or REO Property to be covered
by such “force-placed” insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property
or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property
or REO Property is covered thereby) shall be paid as a Property Advance. Any legal fees or other out-of-pocket costs incurred
in accordance with the Servicing Standard in connection with any claim under an insurance policy described above (whether by the
Master Servicer or Special Servicer) shall be paid by, and reimbursable to, the Master Servicer as a Property Advance.


 


(c)        The
Master Servicer and the Special Servicer shall each obtain and maintain in effect a fidelity bond or similar form of insurance
coverage (which may provide blanket coverage) or a combination of fidelity bond and insurance coverage, in such form as is consistent
with the Servicing Standard and in such amounts that are consistent with the Servicing Standard, insuring against loss occasioned
by fraud, theft or other intentional misconduct of the officers and employees of the Master Servicer or the Special Servicer,
as the case may be. The Master Servicer and the Special Servicer each shall be deemed to have complied with this provision if
one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded
thereunder extends to the Master Servicer or the Special Servicer, as applicable. In addition, the Master Servicer and the Special
Servicer shall each keep in force during the term of this Agreement a policy or policies of


 



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insurance covering loss occasioned
by the errors and omissions of its officers and employees in connection with its obligations to service the Mortgage Loans and
any Serviced Companion Loans hereunder in such form as is consistent with the Servicing Standard and in such amounts as are consistent
with the Servicing Standard. Notwithstanding the foregoing, so long as the long-term unsecured debt rating or deposit account
rating of the Master Servicer (or its corporate parent) or the Special Servicer (or its corporate parent) is not in any event
less than “A(low)” as rated by DBRS, “A-” as rated by S&P and “A-” as rated by Fitch,
the Master Servicer or the Special Servicer, as applicable, may self-insure for the fidelity bond and errors and omissions coverage
otherwise required above. The Master Servicer shall cause each and every Sub-Servicer it has engaged to maintain or cause to be
maintained by an agent or contractor servicing any Mortgage Loan or Serviced Loan Combination on behalf of such Sub-Servicer,
a fidelity bond and an errors and omissions insurance policy which satisfy the requirements for the fidelity bond and the errors
and omissions policy to be maintained by the Master Servicer to comply with the foregoing. All fidelity bonds and policies of
errors and omissions insurance obtained under this Section 3.08(c) shall be issued by a Qualified Insurer.


 


(d)       Each
of the Operating Advisor and Asset Representations Reviewer 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 with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section
3.09     Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions.


 


(a)       Upon
receipt of any request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision under the Loan Documents
of a Serviced Loan, the Special Servicer shall promptly process and analyze such request, including the preparation of written
materials in connection with such analysis, and determine in a manner consistent with the Servicing Standard whether to waive
any right to accelerate payment the lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance provision
of such Serviced Loan. If the Master Servicer receives any such request with respect to Performing Serviced Loans, the Master
Servicer shall promptly deliver a copy of such request to the Special Servicer. Notwithstanding the forgoing, with respect to
any Performing Serviced Loan as to which the Master Servicer and the Specially Servicer mutually agree, the Master Servicer shall
process and analyze any such request, including the preparation of written materials in connection with such analysis, in accordance
with the Servicing Standard, and provide its written recommendation and analysis to the Special Servicer as to whether or not
to waive any right to accelerate payment the lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance
provision of such Serviced Loan (with any such recommended course of action to be subject to the Special Servicer’s consent).


 


Both
the Master Servicer and the Special Servicer (as applicable in accordance with the first paragraph of this Section 3.09(a))
each in a manner consistent with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to
the extent permitted by applicable law, enforce the restrictions contained in the related Loan Documents on transfers or further
encumbrances of the related Mortgaged Property and on transfers or further encumbrances


 



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of interests in the related Mortgagor,
unless following receipt of a request for a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision the
Master Servicer (to the extent that it is processing such request pursuant to the first paragraph of this Section 3.09(a),
with the written consent of the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or,
with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement, but in no event
less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Serviced Companion
Loan Holder or its Companion Loan Holder Representative) after the Special Servicer’s receipt (unless earlier objected to)
of the written recommendation and analysis of the Master Servicer for such action and any additional information reasonably available
to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request, which recommendation
and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer)
or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions
or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written
consent of the Special Servicer to the extent required pursuant to this Section 3.09(a)) or the Special Servicer, as applicable,
has made any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance provision, the Master Servicer
or the Special Servicer, as applicable, shall: (1) deliver to the Trustee, the Certificate Administrator, each other party to
this Agreement and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this
Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate setting forth the basis for such determination;
provided that, notwithstanding anything herein to the contrary, no such Officer’s Certificate shall be required to be delivered
if the Master Servicer or Special Servicer, as applicable, is granting consent to an assumption pursuant to this Section 3.09(a)
in accordance with the terms of the related Loan Documents and there is no material waiver of any conditions or any other
provisions of the related Loan Documents with respect thereto; and (2) close the related transaction, subject to the consent of
the Special Servicer obtained as described above (if the Master Servicer is processing such request), any applicable consultation
rights of the Risk Retention Consultation Parties (to the extent the Risk Retention Consultation Parties have consultation rights
pursuant to Section 6.09), any applicable consultation rights of the Operating Advisor (to the extent the Operating Advisor
has consultation rights pursuant to Section 3.29 or Section 6.09) and the consultation and/or consent rights (if
any) of the related Directing Holder or the consultation rights of any related Serviced Pari Passu Companion Loan Holder (or its
Companion Loan Holder Representative) as provided in this Section 3.09(a), and as otherwise provided in the related Co-Lender
Agreement and this Agreement, and subject to Sections 3.09(b), 3.21, 3.24, 3.25 and Section 3.28;
provided, however, that neither the Master Servicer nor the Special Servicer shall enter into any such agreement to the extent
that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause either
Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part
I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding or (ii) create any
lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage.


 


With
respect to all Serviced Mortgage Loans and each Serviced Loan Combination, the Special Servicer shall, prior to consenting to
a proposed action of the Master Servicer pursuant to this Section 3.09 that constitutes a Major Decision, and prior to
itself taking such an action, obtain the written consent of the related Outside Controlling Note Holder (to the extent set forth


 



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in the related Co-Lender Agreement if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative
(if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does
not exist), as applicable, which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to)
by such related Directing Holder of the Major Decision Reporting Package for such action, which recommendation and information
may be delivered in an electronic format reasonably acceptable to the related Directing Holder and the Master Servicer or the
Special Servicer, as applicable. In addition, neither the Master Servicer nor the Special Servicer may waive the rights of the
lender or grant its consent under any “due-on-encumbrance” provision unless (1) the Master Servicer or the Special
Servicer, as applicable (in each case, if it is the party processing the related request pursuant to this Section 3.09(a)),
shall have received a prior written Rating Agency Confirmation with respect to such action, or (2) the related Serviced Mortgage
Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents less than 2% of the aggregate
principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000,
(C) has a Loan-to-Value Ratio equal to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage
Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the
Serviced Mortgage Loan, any related Serviced Companion Loan (if applicable) and the principal amount of the proposed additional
lien) and (E) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan)
in the Mortgage Pool based on principal balance or (3) the related Serviced Mortgage Loan (including a Serviced Mortgage Loan
related to a Serviced Loan Combination) has a principal balance less than $10,000,000; provided that, for the avoidance
of doubt, notwithstanding any provision contained in the related Loan Documents to the contrary, no Rating Agency Confirmation
shall be required in connection with such waiver or grant of consent under any “due-on-encumbrance” provision if the
related Serviced Mortgage Loan satisfies the conditions set forth in clause (2) or clause (3) above of this sentence. Further,
neither the Master Servicer nor the Special Servicer may waive the rights of the lender or grant its consent under any “due-on-sale”
provision unless (1) the Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the
related request pursuant to this Section 3.09(a)), shall have received a prior written Rating Agency Confirmation with
respect to such action, or (2) the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan
Combination) (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal
balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized
Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance or (3) the related Serviced Mortgage Loan (including
a Serviced Mortgage Loan related to a Serviced Loan Combination) has a principal balance less than $10,000,000; provided
that, for the avoidance of doubt, notwithstanding any provision contained in the related Loan Documents to the contrary, no Rating
Agency Confirmation shall be required in connection with such waiver or grant of consent under any “due-on-sale” provision
if the related Serviced Mortgage Loan satisfies the conditions set forth in clause (2) or clause (3) above of this sentence. For
the purposes of this Agreement, due-on-sale provisions shall include, without limitation, sales or transfers of Mortgaged Properties,
in full or in part, or the sale, transfer, pledge or hypothecation of direct or indirect interests in any Mortgagor or its owner,
in each case to the extent not permitted under the related Loan Documents, and due-on-encumbrance provisions shall include, without
limitation, any mezzanine/subordinate financing of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred
equity


 



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in any Mortgagor or its owners, in each case to the extent not permitted under the related Loan Documents.


 


The
Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the related request pursuant
to this Section 3.09(a)), shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the
Master Servicer, as applicable, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation
Termination Event), the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event), each
Risk Retention Consultation Party (other than with respect to any related Excluded RRCP Mortgage Loan), the Rule 17g-5 Information
Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement)
and, with respect to a Serviced Loan Combination, each related Serviced Companion Loan Holder, of any assumption or substitution
agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement, and shall also
deliver to the Certificate Administrator (or a Custodian appointed by it) an original of the recorded agreement relating to such
assumption or substitution within 15 Business Days following the execution and receipt thereof by the Master Servicer or the Special
Servicer, as applicable.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the
Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the related request pursuant
to the first paragraph of this Section 3.09(a)), shall deliver a Review Package to the Rule 17g-5 Information Provider
for posting to the Rule 17g-5 Information Provider’s Website in accordance with Section 12.13 of this Agreement.


 


Further,
subject to the terms of the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable
(in each case, if it is the party processing the related request pursuant to this Section 3.09(a)), shall use reasonable efforts
to cause all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation,
to be paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any
rating agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional
Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance).


 


To
the extent not prohibited by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable,
may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided
that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the
terms of this Agreement.


 


(b)       Nothing
in this Section 3.09 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien
or other encumbrance with respect to such Mortgaged Property.


 


(c)       In
connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer
nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant


 



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to Section 3.09(a) of this Agreement shall contain any terms that are different from, any term of any Mortgage Loan or
Serviced Companion Loan or the related Note, other than pursuant to Section 3.24 of this Agreement.


 


(d)       With
respect to any Serviced Mortgage Loan or Serviced Loan Combination which permits release of Mortgaged Properties through defeasance,
and to the extent consistent with the terms of the related Loan Documents:


 


(i)        Subject
to the consent rights of the Special Servicer (with respect to Special Servicer Decisions and Major Decisions) and the Directing
Holder (with respect to Major Decisions) and the process set forth in Sections 3.24 and 6.09 with respect to Special
Servicer Decisions and Major Decisions (provided that such consent rights of the Special Servicer and/or the Directing
Holder shall be subject to the limitations set forth in Section 3.09(e)), the Master Servicer shall process all defeasances
of Serviced Mortgage Loans and Serviced Loan Combinations in accordance with the terms of the related Loan Documents, and shall
be entitled to any defeasance fees paid relating thereto (provided that for the avoidance of doubt, any such defeasance fee shall
not include the Special Servicer’s portion of any Modification Fees or waiver fees in connection with a defeasance to which
the Special Servicer is entitled under this Agreement).


 


(ii)       In
the event such Serviced Mortgage Loan or Serviced Loan Combination requires that the Master Servicer on behalf of the Trustee
purchase the required “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act
of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master Servicer, an accommodation
Mortgagor pursuant to clause (v) below or the Mortgagor shall, at the Mortgagor’s expense (to the extent consistent with
the related Loan Documents), purchase or cause the purchase of such obligations in accordance with the terms of such Mortgage
Loan or Serviced Loan Combination and deliver to the Master Servicer, in the case of the Mortgagor, or in the case of the Master
Servicer, hold the same on behalf of the Trust Fund and, if applicable, the related Serviced Companion Loan Holder; provided
that, subject to the related Loan Documents, the Master Servicer shall not accept the amounts paid by the related Mortgagor
to effect defeasance until acceptable “government securities” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) have been identified,
in each case which are acceptable as defeasance collateral under the then most recently published current guidelines of the Rating
Agencies. Notwithstanding the foregoing, with respect to each of the Mortgage Loans identified on Exhibit Q to this Agreement
(each, a “Retained Defeasance Rights and Obligations Mortgage Loan” and, collectively, the “Retained
Defeasance Rights and Obligations Mortgage Loans”), the related Mortgage Loan Seller or originator has transferred to
a third party or has retained the right to establish or designate the successor borrower and/or to purchase or cause to be purchased
the related defeasance collateral (“Retained Defeasance Rights and Obligations”). In the event the Master Servicer
receives notice of a defeasance request with respect to a Mortgage Loan that provides for Retained Defeasance Rights and Obligations
in the related Loan


 



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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 (or such other party specified below) or to the related Mortgage Loan Seller’s
assignee. Until such time as CREFI provides written notice to the contrary, the notice of a defeasance of a Mortgage Loan with
Retained Defeasance Rights and Obligations as to which CREFI is the related Mortgage Loan Seller shall be delivered to richard.simpson@citi.com
and ana.rosu@citi.com. Until such time as GACC provides written notice to the contrary, the notice of a defeasance of a Mortgage
Loan with Retained Defeasance Rights and Obligations as to which GACC is the related Mortgage Loan Seller shall be delivered to
German American Capital Corporation, 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with a copy by electronic
mail to lainie.kaye@db.com and to cmbs.requests@db.com.


 


(iii)       The
Master Servicer shall require, to the extent the related Loan Documents grant the mortgagee discretion to so require, delivery
of an Opinion of Counsel (which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents)
to the effect that the Trustee on behalf of the Certificateholders has a first priority security interest in the defeasance deposit
and the “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any
other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), and the assignment thereof is valid and enforceable;
such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in
form and substance acceptable to the Master Servicer.


 


(iv)      The
Master Servicer shall obtain, to the extent the related Loan Documents grant the mortgagee discretion to so obtain, a certificate
(which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents) from an Independent
certified public accountant certifying that the “government securities” within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii),
comply with the requirements of the related Loan Agreement or Mortgage.


 


(v)       To
the extent consistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance,
the Master Servicer shall (at the Mortgagor’s expense) obtain a Rating Agency Confirmation; provided that the Master Servicer
shall not be required to obtain such Rating Agency Confirmation from any Rating Agency to the extent that the Master Servicer
has delivered a defeasance certificate to such Rating Agency substantially in the form of Exhibit DD to this Agreement
for any Mortgage Loan that, at the time of such defeasance, is (x) not one of the ten largest Mortgage Loans by Stated Principal
Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a Mortgage Loan that represents
less than 5% of the Stated Principal Balance of all Mortgage Loans.


 


(vi)       If
the Mortgage Loan or Serviced Loan Combination permits the related Mortgagor or the lender or its designee to cause an accommodation
Mortgagor to


 



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assume such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the Mortgagor’s
cost and expense (and shall use efforts consistent with the Servicing Standard to cause the related Mortgagor to consent to such
assumption) a special purpose bankruptcy-remote entity to assume such obligations, as to which the Trustee and the Certificate
Administrator has received a Rating Agency Confirmation (if such confirmation is required pursuant to the then most recently published
guidelines of the Rating Agencies).


 


(vii)     To
the extent consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay all costs
and expenses incurred in connection with the defeasance of the related Mortgage Loan or Serviced Loan Combination. In the event
that the Mortgagor is not required to pay any such costs and expenses under the terms of the Loan Documents, such costs and expenses
shall be Additional Trust Fund Expenses.


 


(viii)    In
no event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency Confirmation
(or conditioning approval of defeasance on the delivery of a Rating Agency Confirmation) or for imposing conditions to approval
of a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required under Rating
Agency guidelines (provided that this shall not protect the Master Servicer from any liability that may be imposed as a
result of the violation of applicable law or the Loan Documents).


 


(ix)       The
Master Servicer may accept as defeasance collateral any “government security,” within the meaning of Treasury Regulation’s
Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Loan Documents; provided, that the Master
Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not endanger the status of either
Trust REMIC as a REMIC or result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited
to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions
to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”
as set forth in Section 860G(c) of the Code).


 


(e)       Notwithstanding
any other provision of this Agreement, without any other approval, consent or consultation of the Special Servicer, the Directing
Holder or the Operating Advisor, the Master Servicer (for Performing Serviced Loans) or the Special Servicer (for Specially Serviced
Loans) may grant and process a Mortgagor’s request for consent (i) to subject the related Mortgaged Property to an immaterial
easement, right of way or similar agreement for utilities, access, parking, public improvements or another purpose (and may consent
to subordination of the related Serviced Loan to such easement, right of way or similar agreement), that does not materially affect
the use or value of the related Mortgaged Property or the related Mortgagor’s ability to make any payments with respect
to the related Serviced Loan and (ii) to the release, substitution or addition of collateral securing any Serviced Loan in connection
with a defeasance of such collateral (provided that the proposed defeasance collateral is of a type permitted under the related
Loan Documents and provided


 



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further that, with respect to the Master Servicer, such defeasance does not require any modification,
waiver or amendment of such documents as described in clauses (e)(i) and (ii) of the definition of “Special
Servicer Decision”); provided that in each case, the Master Servicer or Special Servicer, as applicable, (A) shall
have determined in accordance with the Servicing Standard that such action will not materially and adversely affect the operation
or value of such Mortgaged Property or the Trust Fund’s interest in the Mortgaged Property, (B) shall have determined that
such action will not cause either Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding,
and (C) in the case of any action described in clause (ii) above, shall have complied with the provisions of Section
3.09(d) (other than the requirement to obtain the consent of the Special Servicer and/or the Directing Holder set forth in
the first clause of the first sentence of Section 3.09(d)(i)). The Master Servicer or the Special Servicer may rely on
an Opinion of Counsel in making any such determination under clause (B) above.


 


Section
3.10     Appraisal Reductions; Calculation and Allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans.


 


(a)       Promptly
upon the occurrence of an Appraisal Reduction Event with respect to a Serviced Loan, the Special Servicer shall use reasonable
efforts to (i) obtain an updated Appraisal of the related Mortgaged Property, the costs of which shall be advanced by, and reimbursable
to, the Master Servicer as a Property Advance (or shall be an expense of the Trust Fund and paid by the Master Servicer out of
the Collection Account if such Property Advance would be a Nonrecoverable Advance) or (ii) conduct an internal valuation if the
related Mortgage Loan (considering any Cross-Collateralized Group as a single Mortgage Loan) or Serviced Loan Combination has
an outstanding principal balance of less than $2,000,000 (provided that the Special Servicer may at its sole discretion obtain
an updated Appraisal of the related Mortgaged Property as contemplated by the preceding clause (i)); provided, however,
that the Special Servicer shall not be required to obtain an updated Appraisal or conduct an internal valuation of any Mortgaged
Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines
in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to any
Serviced Loan for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter
updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to
a Serviced Loan Combination shall be delivered by the Special Servicer, upon request, to each related Serviced Companion Loan
Holder.


 


As
of the first Determination Date following a 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 Serviced 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 calculate or recalculate any Collateral Deficiency Amount pursuant to the definition
thereof using reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s reasonable
written request. Upon obtaining actual knowledge or receipt of notice by the Special Servicer that an Outside Serviced Mortgage
Loan has become an


 



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AB Modified Loan, the Special Servicer shall (i) promptly request from the related Outside Servicer, Outside
Special Servicer and Outside Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other
information reasonably required by the Special Servicer to calculate whether a Collateral Deficiency Amount exists with respect
to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the Special Servicer of the appraisal
and any other information set forth in the immediately preceding clause (i) that the Special Servicer reasonably expects to receive
(and does receive within a reasonable period of time) and reasonably believes is necessary to perform such calculation, 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 from the Outside Servicer, Outside Special Servicer or Outside Trustee, as the case may be, with
respect to such Outside Serviced Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination.
In connection with its calculation of a Collateral Deficiency Amount with respect to an Outside Serviced Mortgage Loan that has
become an AB Modified Loan, the Special Servicer shall be entitled to conclusively rely on any appraisal or other information
received from the related Outside Servicer, Outside Special Servicer or Outside Trustee. The Special Servicer shall notify the
Master Servicer and the Certificate Administrator of any Collateral Deficiency Amount calculated by the Special Servicer with
respect to an Outside Serviced Mortgage Loan that has become an AB Modified Loan. The Master Servicer and the Certificate Administrator
shall be entitled to conclusively rely on any Collateral Deficiency Amounts calculated by the Special Servicer with respect to
an Outside Serviced Mortgage Loan. Upon any other party to this Agreement obtaining knowledge or receipt of notice that an Outside
Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the Special Servicer thereof. None of
the Trustee, the Certificate Administrator or the Master Servicer shall calculate or verify any Collateral Deficiency Amount.


 


The
Certificate Balance of each Class of applicable Principal Balance Certificates shall be notionally reduced (for purposes of determining
the identity of the Non-Reduced Certificates and the Controlling Class, as well as the occurrence of a Control Termination Event,
and, to the extent expressly set forth herein, for purposes of allocating and/or exercising Voting Rights in connection with certain
circumstances involving the termination of certain parties hereto) as of any date of determination to the extent of the Appraisal
Reduction Amount(s) allocated to such Class on the preceding Distribution Date. An amount equal to the Vertically Retained Percentage
of the aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce (to not less than
zero) the Certificate Balance of the VRR Interest. The Non-Vertically Retained Percentage of the aggregate Appraisal Reduction
Amount for any Distribution Date shall be applied to notionally reduce the Certificate Balances of the following Classes of Certificates
in the following order of priority: first, to the Class J Certificates; second, to the Class H Certificates; third,
to the Class G Certificates; fourth, to the Class F Certificates; fifth, to the Class E Certificates; sixth,
to the Class D Certificates; seventh, to the Class C Certificates; eighth, to the Class B Certificates; ninth,
to the Class A-S Certificates; and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii)
Class A-3 Certificates, (iv) Class A-4 Certificates, (v) Class A-5 Certificates, and (vi) Class A-AB Certificates, based on their
respective Certificate Balances (provided in each case that no Certificate Balance in respect of any such Class may be notionally
reduced below zero). In addition, as of any date of determination for purposes of determining the Controlling Class or the occurrence
of a Control Termination Event, and after taking into account the allocations contemplated by the prior


 



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sentence, the Non-Vertically
Retained Percentage of Collateral Deficiency Amounts shall be applied to notionally reduce the Certificate Balances of each Class
of the Control Eligible Certificates in the following order of priority (in each case after taking into account any Appraisal
Reduction Amounts allocated thereto): first, to the Class J Certificates; second, to the Class H Certificates; third,
to the Class G Certificates; and fourth, to the Class F Certificates (provided in each case that no Certificate Balance
in respect of any such Class may be notionally reduced below zero). For the avoidance of doubt, for purposes of determining the
Controlling Class or the occurrence of a Control Termination Event, any Class of Control Eligible Certificates shall be allocated
the Non-Vertically Retained Percentage of both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts,
in accordance with the preceding two sentences.


 


With
respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or, to the extent
expressly set forth herein, for the purposes of allocating and/or exercising Voting Rights in connection with certain circumstances
involving the termination of certain parties hereto, and with respect to any Appraisal Reduction Amount or Collateral Deficiency
Amount calculated for purposes of determining the Controlling Class or the occurrence of a Control Termination Event, the appraised
value of the related Mortgaged Property shall be determined on an “as-is” basis.


 


The
Special Servicer shall promptly notify the Certificate Administrator and the Master Servicer of the determination of (i) any Appraisal
Reduction Amount, (ii) any Collateral Deficiency Amount, and (iii) any resulting Cumulative Appraisal Reduction Amount by providing
such information in the CREFC® Appraisal Reduction Template, and the Certificate Administrator shall promptly
post notice of the determination of any such Appraisal Reduction Amount, Collateral Deficiency Amount and/or Cumulative Appraisal
Reduction Amount, as applicable, including such CREFC® Appraisal Reduction Template, on the Certificate
Administrator’s website.


 


Any
Appraisal Reduction Amounts with respect to each Serviced Loan Combination shall be allocated, first, to any related Serviced
Subordinate Companion Loan(s) (up to the outstanding principal balance(s) thereof), and then, to the related Serviced Mortgage
Loan and any related Serviced Pari Passu Companion Loan(s), on a pro rata and pari passu basis in accordance with the respective
outstanding principal balances of such related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s). Notwithstanding
the foregoing, if so provided in the related Co-Lender Agreement, the holder of a Serviced Subordinate Companion Loan may be permitted
to post cash or a letter of credit to offset all or some portion of an Appraisal Reduction Amount.


 


The
Holders of the majority (by Certificate Balance) of an Appraised-Out Class shall have the right, at their sole expense, to require
the Special Servicer to order a second Appraisal of the Mortgaged Property securing any Serviced Loan as to which there exists
an Appraisal Reduction Amount or a Collateral Deficiency Amount (such Holders, the “Requesting Holders”). The
Special Servicer shall use its reasonable efforts to cause such Appraisal to be (i) delivered within 30 days from receipt of the
Requesting Holders’ written request and (ii) prepared on an “as-is” basis by an Appraiser in accordance with
MAI standards. Upon receipt of such second Appraisal, the Special Servicer shall determine, in accordance with the Servicing


 



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Standard,
whether, based on its assessment of such second Appraisal, any recalculation of the applicable Appraisal Reduction Amount or Collateral
Deficiency Amount is warranted and, if so warranted, the Special Servicer shall recalculate such Appraisal Reduction Amount or
Collateral Deficiency Amount, as applicable, based upon such second Appraisal and receipt of information reasonably requested
by the Special Servicer from the Master Servicer and reasonably required to calculate or recalculate the Appraisal Reduction Amount
or Collateral Deficiency Amount, as applicable. If required by any such recalculation, the applicable Appraised-Out Class shall
be reinstated as the Controlling Class and each other Appraised-Out Class will, 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,
as applicable. The Special Servicer shall promptly deliver notice to the Certificate Administrator and the Master Servicer of
any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate
Administrator’s Website.


 


Any
Appraised-Out Class as to which one or more Holders are Requesting Holders challenging the Special Servicer’s Appraisal
Reduction Amount or Collateral Deficiency Amount determination may not exercise any direction, control, consent and/or similar
rights of the Controlling Class until such time, if any, as such Class is reinstated as the Controlling Class and no Control Termination
Event exists, and the rights of the Controlling Class shall be exercised by the most subordinate Class of Control Eligible Certificates
that is not an Appraised-Out Class, if any, during such period.


 


Appraisals
that are to be obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any
Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement
without regard to any appraisal requests made by any Holder of an Appraised-Out Class.


 


(b)       In
connection with any foreclosure, enforcement of the Loan Documents or other acquisition, the Master Servicer in accordance with
Section 3.20 of this Agreement shall pay the out-of-pocket costs and expenses in any such proceedings as a Property Advance
unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would constitute a Nonrecoverable
Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection
Account). The Master Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made pursuant
to the preceding sentence to the extent permitted by Section 3.06(a)(ii) of this Agreement.


 


Subject
to Section 3.21 of this Agreement, if the Special Servicer elects to proceed with a non-judicial foreclosure in accordance
with the laws of the state where the Mortgaged Property is located, the Special Servicer shall not be required to pursue a deficiency
judgment against the related Mortgagor or any other liable party if the laws of the state do not permit such a deficiency judgment
after a non-judicial foreclosure or if the Special Servicer determines, in accordance with the Servicing Standard, that the likely
recovery if a deficiency judgment is obtained will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing
the deficiency judgment and such determination is evidenced by an Officer’s Certificate delivered to the Trustee, the Certificate
Administrator, any related Outside Controlling Note Holder, the Operating Advisor, each Risk Retention Consultation Party (other
than with respect to any related


 



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Excluded RRCP Mortgage Loan) and (prior to the occurrence and continuance of a Consultation Termination
Event) the Controlling Class Representative.


 


In
the event that title to any Mortgaged Property (other than any Mortgaged Property related to an Outside Serviced Mortgage Loan)
is acquired in foreclosure or by deed-in-lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee,
to a co-trustee or to its nominee (which shall not include the Master Servicer but may be a single member limited liability company
owned by the Trust and managed by the Special Servicer) or a separate trustee or co-trustee on behalf of the Trustee as holder
of the Lower-Tier Regular Interests and on behalf of the holders of the Certificates and, if applicable, and the related Serviced
Companion Loan Holders. Notwithstanding any such acquisition of title and cancellation of the related Serviced Mortgage Loan,
the related Serviced Mortgage Loan shall (except for purposes of Section 9.01) be considered to be an REO Mortgage Loan
held in the Trust Fund until such time as the related REO Property shall be sold by the Trust Fund and shall be reduced only by
collections net of expenses.


 


(c)       Notwithstanding
any provision to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund any personal property
pursuant to this Section 3.10 unless either:


 


(i)        such
personal property is (in the good faith judgment of the Special Servicer) incident to real property (within the meaning of Code
Section 856(e)(1)) so acquired by the Special Servicer for the benefit of the Trust Fund; or


 


(ii)       the
Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund)
to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on a Trust REMIC
under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes or cause
the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificate is outstanding.


 


(d)       Notwithstanding
any provision to the contrary in this Agreement, neither the Special Servicer nor the Master Servicer shall, on behalf of the
Trust Fund or, if applicable, the related Serviced Companion Loan Holder, obtain title to any direct or indirect partnership or
membership interest or other equity interest in any Mortgagor pledged pursuant to any pledge agreement, unless the Master Servicer
or the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust
Fund) to the effect that the holding of such partnership or membership interest or other equity interest by the Trust Fund will
not cause the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as
a REMIC for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax
purposes at any time that any Certificate is outstanding.


 


(e)       Notwithstanding
any provision to the contrary contained in this Agreement, the Special Servicer shall not, on behalf of the Trust Fund or, if
applicable, the related Serviced Companion Loan Holders, obtain title to a Mortgaged Property as a result of foreclosure or by
deed-in-lieu of foreclosure or otherwise, obtain title to any direct or indirect


 



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partnership or membership interest in any Mortgagor
pledged pursuant to a pledge agreement and thereby be the beneficial owner of a Mortgaged Property, and shall not otherwise acquire
possession of, or take any other action with respect to, any Mortgaged Property if, as a result of any such action, the Custodian,
the Trustee, the Certificate Administrator or the Trust Fund or the Certificateholders or, if applicable, the related Serviced
Companion Loan Holders, would be considered to hold title to, or be a “mortgagee-in-possession” of, or to be an “owner”
or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Special Servicer has previously determined
in accordance with the Servicing Standard, based on an updated environmental assessment report prepared by an Independent Person
who regularly conducts environmental audits, that:


 


(i)        such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder (as a collective
whole) to take such actions as are necessary to bring such Mortgaged Property in compliance therewith; and


 


(ii)       there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Trust Fund and
any related Serviced Companion Loan Holder(s) (as a collective whole as if the Trust Fund and, if applicable, any related Serviced
Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account
the subordinate nature of any related Subordinate Companion Loan(s))) to take such actions with respect to the affected Mortgaged
Property as could be required by such law or regulation.


 


In
the event that the environmental assessment first obtained by the Special Servicer with respect to a Mortgaged Property indicates
that such Mortgaged Property may not be in compliance with applicable environmental laws or that Hazardous Materials may be present
but does not definitively establish such fact, the Special Servicer shall cause such further environmental tests to be conducted
by an Independent Person who regularly conducts such tests as the Special Servicer shall deem prudent to protect the interests
of Certificateholders and any related Serviced Companion Loan Holder. Any such tests shall be deemed part of the environmental
assessment obtained by the Special Servicer for purposes of this Section 3.10.


 


In
the event that the Special Servicer seeks to obtain title to a Mortgaged Property on behalf of the Trust Fund and any related
Serviced Companion Loan Holder, the Special Servicer may, in its discretion, establish a single member limited liability company
with the Trust Fund and any related Serviced Companion Loan Holder as the sole owner to hold title to such Mortgaged Property.


 






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(f)        The
environmental assessment contemplated by Section 3.10(e) of this Agreement shall be prepared within three months of the
determination that such assessment is required by any Independent Person who regularly conducts environmental audits for purchasers
of commercial property where the Mortgaged Property is located, as determined by the Special Servicer in a manner consistent with
the Servicing Standard and, if applicable, any secured creditor impaired property policy issued on or prior to the Closing Date
with respect to any Mortgage Loan (including that the environmental assessment identify any potential pollution conditions (as
defined in the environmental insurance policy) with respect to the related Mortgaged Property). The Master Servicer shall advance
the cost of preparation of such environmental assessments unless the Master Servicer determines, in accordance with the Servicing
Standard, that such Advance would be a Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund
and paid by the Master Servicer out of the Collection Account). The Master Servicer shall be entitled to reimbursement of Advances
(with interest at the Advance Rate) made pursuant to the preceding sentence in the manner set forth in Section 3.06 of
this Agreement. Copies of any environmental assessment prepared pursuant to Section 3.10(e) of this Agreement shall be
provided to the Holder of any Principal Balance Certificates and any related Serviced Companion Loan Holder upon written request
to the Special Servicer.


 


(g)       If
the Special Servicer determines pursuant to Section 3.10(e)(i) of this Agreement that a Mortgaged Property is not in compliance
with applicable environmental laws, but that it is in the best economic interest of the Trust Fund and any related Serviced Companion
Loan Holder, as a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder constituted a single lender
(and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion
Loan(s)), to take such actions as are necessary to bring such Mortgaged Property in compliance therewith, or if the Special Servicer
determines pursuant to Section 3.10(e)(ii) of this Agreement that the circumstances referred to therein relating to Hazardous
Materials are present, but that it is in the best economic interest of the Trust Fund and any related Serviced Companion Loan
Holder, as a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder constituted a single lender
(and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion
Loan(s)), to take such action with respect to the containment, clean-up or remediation of Hazardous Materials affecting such Mortgaged
Property as is required by law or regulation, then the Special Servicer shall take such action as it deems to be in the best economic
interest of the Trust Fund and any related Serviced Companion Loan Holder, as a collective whole as if the Trust Fund and any
related Serviced Companion Loan Holder constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking
into account the subordinate nature of any related Subordinate Companion Loan(s)). The Master Servicer shall pay the cost of any
such compliance, containment, clean-up or remediation from the Collection Account.


 


(h)       The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the
IRS and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required to be reported
with respect to any Mortgage Loan or Serviced Companion Loan which is abandoned or foreclosed and the Master Servicer shall report
to the IRS and the related Mortgagor, in the


 



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manner required by applicable law, such information and the Master Servicer shall
report, via IRS Form 1099C, all forgiveness of indebtedness to the extent such information has been provided to the Master Servicer
by the Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee, the Certificate
Administrator and, if affected, to any related Serviced Companion Loan Holder.


 


Section
3.11     Trustee, Certificate Administrator and Custodian to Cooperate; Release of Mortgage
Files. Upon the payment in full of any Mortgage Loan or Serviced Loan Combination or the receipt by the Master Servicer
or the Special Servicer of a notification that payment in full has been escrowed in a manner customary for such purposes, the
Master Servicer or the Special Servicer shall immediately notify the Trustee, the Certificate Administrator and the Custodian
and, if affected, the related Serviced Companion Loan Holder by delivery of a certification (which certification shall
include a statement to the effect that all amounts received or to be received in connection with such payment which are
required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File. No expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund.


 


From
time to time upon request of the Master Servicer or Special Servicer and delivery to the Certificate Administrator of a Request
for Release, the Certificate Administrator (or a Custodian appointed by it) shall promptly release the Mortgage File (or any portion
thereof) designated in such Request for Release to the Master Servicer or Special Servicer, as applicable. Upon return of the
foregoing to the Certificate Administrator (or a Custodian appointed by it) or, in the event of a liquidation or conversion of
the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator
of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all
amounts received or to be received in connection with such liquidation which are required to be deposited into the Collection
Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Certificate
Administrator shall deliver (or cause any Custodian appointed by it to deliver) a copy of the Request for Release to the Master
Servicer or Special Servicer, as applicable.


 


Within
three (3) Business Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver
to the Special Servicer any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer,
its agents or attorneys and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect
of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan or Serviced
Loan Combination, or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents
or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or pleadings are required, and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreement,
except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.


 






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If
from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to
an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside
Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery
to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the
form of Exhibit C attached hereto to the Certificate Administrator and the Certificate Administrator shall release (or
cause any Custodian appointed by it to release) such original Note to the requesting party or its designee. In connection with
the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Certificate
Administrator (or a Custodian appointed by it) shall obtain such documentation as is appropriate to evidence the holding by the
related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original
Note as custodian on behalf of and for the benefit of the Trustee.


 


Section
3.12     Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation.


 


(a)       As
compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan (including
each Mortgage Loan that is a Specially Serviced Loan and each Outside Serviced Mortgage Loan), each REO Mortgage Loan, each Serviced
Companion Loan (including each Serviced Companion Loan that is a Specially Serviced Loan) and each REO Companion Loan that is
included as part of a Serviced Loan Combination and each Interest Accrual Period, to the Servicing Fee, which shall be payable
from amounts on deposit in the Collection Account and/or, in the case of a Serviced Loan Combination or portion thereof, the related
Loan Combination Custodial Account as set forth in Section 3.06(a)(iii) and Section 3.06(a)(vii) and/or Section
3.06A of this Agreement, as applicable. In addition, the Master Servicer shall be entitled to receive, as additional servicing
compensation (the following items, collectively, “Additional Servicing Compensation”), (i) 100% of any Excess
Modification Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced Loan consented to by
the Master Servicer pursuant to Section 3.24 of this Agreement that did not require the approval of the Special Servicer,
(ii) 50% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced
Loan consented to by the Special Servicer pursuant to Section 3.24 of this Agreement (whether or not the Special Servicer
elects to handle any related processing), (iii) 100% of any defeasance fee received in connection with a defeasance of a Serviced
Loan as contemplated under Section 3.09 of this Agreement (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
to which the Special Servicer is entitled under this Agreement), (iv) 100% of any Assumption Fees with respect to a Performing
Serviced Loan involving a transaction described in the definition of “Assumption Fees” consented to by the Master
Servicer that did not require the approval of the Special Servicer, (v) 50% of any Assumption Fees with respect to a Performing
Serviced Loan involving a transaction described in the definition of “Assumption Fees” consented to by the Special
Servicer (whether or not the Special Servicer elects to handle any related processing), (vi) the aggregate Prepayment Interest
Excess (exclusive of any portion thereof attributable to an Outside Serviced Mortgage Loan), but only to the extent such amount
is not required to be included in any Compensating Interest Payment, in each case to the extent


 



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received and not required to be
deposited or retained in the Collection Account pursuant to Section 3.05 of this Agreement, (vii) 100% of Ancillary Fees
(other than (A) fees for insufficient or returned checks and (B) beneficiary statement charges) actually received from Mortgagors
with respect to the accounts held by the Master Servicer pursuant to this Agreement or the related Loan Documents, including the
Collection Account or any related subaccount, any Escrow Account or related subaccount, any Loan Combination Custodial Account
or related subaccount, any Lock-Box Account or related subaccount or any reserve account or related subaccount, (viii) 100% of
assumption application fees actually received from Mortgagors on Performing Serviced Loans (if the related assumption was processed
by the Master Servicer), (ix) 100% of Consent Fees with respect to a Performing Serviced Loan that did not require the approval
of, or processing by, the Special Servicer, (x) 50% of any Consent Fees with respect to a Performing Serviced Loan consented to
by the Special Servicer (regardless of whether the Master Servicer or the Special Servicer processes the related servicing matter),
(xi) 100% of Excess Penalty Charges paid by the Mortgagors with respect to any Serviced Loan other than Excess Penalty Charges
accrued during the period such Serviced Loan is a Specially Serviced Loan (provided that for the avoidance of doubt, the
Master Servicer shall be entitled to any collections of Excess Penalty Charges that represent amounts accrued while the related
Serviced Loan is a Performing Serviced Loan even if collected when the Serviced Loan is a Specially Serviced Loan), (xii) 100%
of fees for insufficient or returned checks actually received from Mortgagors relating to the accounts held by the Master Servicer,
and (xiii) 100% of beneficiary statement charges actually received from Mortgagors to the extent the related beneficiary statements
were prepared by the Master Servicer; provided, however, that the Master Servicer shall not be entitled to apply
or retain any amounts described in clauses (i) through (v) above as additional compensation with respect to a specific Mortgage
Loan or Serviced Loan Combination, as applicable, with respect to which a default or event of default thereunder has occurred
and is continuing unless and until such default or event of default has been cured (or has been waived in accordance with the
terms of this Agreement) and all delinquent amounts required to have been paid by the Mortgagor, Advance Interest Amounts and
Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees) both (x) due with respect
to such Mortgage Loan or Serviced Loan Combination, as applicable, and (y) in the case of expense items, that arose within the
last 12 months, have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided for in Sections
3.06(a)(iii), Section 3.06(A) and Section 3.07(b), to withdraw from the Collection Account and the Loan Combination
Custodial Accounts and to receive from any Mortgagor Accounts (to the extent not payable to the related Mortgagor under a Mortgage
Loan or Serviced Loan Combination or applicable law) any interest or other income earned on deposits therein. Interest or other
income earned on funds in the Collection Account, Loan Combination Custodial Account and Mortgagor Accounts (to the extent consistent
with the related Loan Documents), shall be paid to the Master Servicer as additional servicing compensation and interest or other
income earned on funds in any REO Account shall be payable to the Special Servicer. In addition, the Master Servicer shall be
entitled to charge and retain reasonable review fees in connection with any Mortgagor request with respect to any Performing Serviced
Loan that either does not relate to a Major Decision or a Special Servicer Decision or relates to a Major Decision or Special
Servicer Decision that is being processed by the Master Servicer with the mutual agreement of the Special Servicer, to the extent
such fees are (i) not inconsistent with the related Loan Documents, (ii) in accordance with the Servicing Standard and (iii) actually
paid by or on


 






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behalf of the related Mortgagor. The Special Servicer shall not waive any such review fee without the consent of
the Master Servicer.


 


For
the avoidance of doubt, with respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to
a Performing Serviced Loan that is required to be split between the Master Servicer and the Special Servicer pursuant to the terms
of this Agreement, the Master Servicer and the Special Servicer shall each have the right in its sole discretion, but not any
obligation, to reduce or elect not to charge its respective percentage interest in any such fee; provided, however (x) neither
the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the percentage interest of
any fee due to the other and (y) to the extent either of the Master Servicer or the Special Servicer exercises its right to reduce
or elect not to charge its respective percentage interest in any fee, the party that reduced or elected not to charge such fee
shall not have any right to share in any portion of the other party’s fee. For the avoidance of doubt, if the Master Servicer
decides not to charge any fee, the Special Servicer shall still be entitled to charge the portion of the related fee the Special
Servicer would have been entitled to 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. The foregoing provisions of this paragraph shall only apply to Performing Serviced
Loans and, subject to the other terms of this Agreement, shall not prohibit any waiver or reduction by the Special Servicer of
any fee payable by the Mortgagor with respect to any Specially Serviced Loan.


 


Except
as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities
hereunder, including all fees of any Sub-Servicers retained by it.


 


The
Master Servicer will not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan. Notwithstanding anything
herein to the contrary, in the case of a Serviced Loan Combination, in no event shall Servicing Fees with respect to the related
Mortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to the related Serviced
Pari Passu Companion Loan(s), and in no event shall Servicing Fees with respect to the related Serviced Pari Passu Companion Loan(s)
(including an REO Companion Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or
the Mortgage Pool. In addition, with respect to any Serviced Subordinate Companion Loan, in no event shall Servicing Fees with
respect to such Serviced Subordinate Companion Loan (including an REO Companion Loan) be payable out of payments and other collections
with respect to any related Serviced Pari Passu Companion Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph
is in no way intended to limit the rights, if any, of the Master Servicer under the related Co-Lender Agreement to seek payment
of unpaid Servicing Fees with respect to any Serviced Companion Loan from the related Serviced Companion Loan Holder.


 


(b)       As
compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Mortgage
Loan to its portion of the Trustee/Certificate Administrator Fee, and the Certificate Administrator shall be entitled with respect
to each Mortgage Loan to its portion of the Trustee/Certificate Administrator Fee. The Certificate Administrator shall pay the
Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. Except as otherwise provided herein, the Trustee/Certificate
Administrator Fee includes all routine expenses of the Trustee, the Certificate Registrar, the Paying Agent,


 



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the Certificate Administrator
and the Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s rights to the Trustee/Certificate
Administrator Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s
or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement.


 


(c)       As
compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced Loan
(including each Serviced Companion Loan that is included as part of each Serviced Loan Combination) in respect of each Interest
Accrual Period to the Special Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or,
in the case of a Serviced Loan Combination or portion thereof, the related Loan Combination Custodial Account as set forth in
Section 3.06(a) and Section 3.06A. The Special Servicer’s rights to the Special Servicing Fee may not be transferred
in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations
under this Agreement. In addition, the Special Servicer shall be entitled to receive, as additional servicing compensation (the
following items, collectively, the “Additional Special Servicing Compensation”): (i) 50% of any Excess Modification
Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced Loan consented to by the Special
Servicer pursuant to Section 3.24 of this Agreement (whether or not the Special Servicer elects to handle any related processing);
(ii) 100% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Specially Serviced
Loan consented to by the Special Servicer pursuant to Section 3.24 of this Agreement; (iii) 100% of any Assumption Fees
with respect to a Specially Serviced Loan; (iv) 50% of any Assumption Fees with respect to a Performing Serviced Loan involving
a transaction described in the definition of “Assumption Fees” consented to by the Special Servicer (whether or not
the Special Servicer elects to handle any related processing); (v) 100% of Ancillary Fees (other than (A) fees for insufficient
or returned checks and (B) beneficiary statement charges) actually received from Mortgagors with respect to accounts held by the
Special Servicer pursuant to this Agreement or the related Loan Documents, including the Loss of Value Reserve Fund and any REO
Accounts; (vi) 100% of assumption application fees actually received from Mortgagors on (A) Specially Serviced Loans and (B) Performing
Serviced Loans if the related assumption was processed by the Special Servicer; (vii) 100% of Consent Fees with respect to a Specially
Serviced Loan; (viii) 50% of any Consent Fees with respect to a Performing Serviced Loan consented to by the Special Servicer
(regardless of whether the Master Servicer or the Special Servicer processes the related servicing matter); (ix) 100% of Excess
Penalty Charges accrued with respect to any Serviced Loan during the period such Serviced Loan is a Specially Serviced Loan and
actually received from the Mortgagors (provided that for the avoidance of doubt, the Special Servicer shall be entitled
to any collections of Excess Penalty Charges that represent amounts accrued while the related Serviced Loan is a Specially Serviced
Loan even if collected when the Serviced Loan is not a Specially Serviced Loan); (x) any interest or other income earned on deposits
in the REO Accounts and any Loss of Value Reserve Fund; (xi) 100% of fees for insufficient or returned checks actually received
from Mortgagors relating to the accounts held by the Special Servicer; and (xii) 100% of beneficiary statement charges actually
received from Mortgagors to the extent the related beneficiary statements were prepared by the Special Servicer. In addition,
the Special Servicer shall be entitled to charge and retain reasonable review fees in connection with any Mortgagor request with
respect to any Specially Serviced Loan or with


 



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respect to any Performing Serviced Loan that is being processed by the Special
Servicer, to the extent such fees are (i) not inconsistent with the related Loan Documents, (ii) in accordance with the Servicing
Standard and (iii) actually paid by or on behalf of the related Mortgagor. The Master Servicer shall not waive any such review
fee without the consent of the Special Servicer. The Special Servicer shall not be entitled to any Special Servicing Fees with
respect to the Outside Serviced Mortgage Loans.


 


For
the avoidance of doubt, with respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to
a Performing Serviced Loan that is required to be split between the Master Servicer and the Special Servicer pursuant to the terms
of this Agreement, the Master Servicer and the Special Servicer shall each have the right in its sole discretion, but not any
obligation, to reduce or elect not to charge its respective percentage interest in any such fee; provided, however (x) neither
the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the percentage interest of
any fee due to the other and (y) to the extent either of the Master Servicer or the Special Servicer exercises its right to reduce
or elect not to charge its respective percentage interest in any fee, the party that reduced or elected not to charge such fee
shall not have any right to share in any portion of the other party’s fee. For the avoidance of doubt, if the Master Servicer
decides not to charge any fee, the Special Servicer shall still be entitled to charge the portion of the related fee the Special
Servicer would have been entitled to 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. The foregoing provisions of this paragraph shall only apply to Performing Serviced
Loans and, subject to the other terms of this Agreement, shall not prohibit any waiver or reduction by the Special Servicer of
any fee payable by the Mortgagor with respect to any Specially Serviced Loan.


 


Except
as otherwise provided herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities
hereunder.


 


The
Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each
Corrected Loan at the Workout Fee Rate on such Mortgage Loan or Serviced Loan Combination for so long as it remains a Corrected
Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to any Outside Serviced Mortgage Loan. The Workout
Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided
that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. If the
Special Servicer is terminated (other than for cause) or resigns: (1) it shall retain the right to receive any and all Workout
Fees payable in respect of Mortgage Loans or Serviced Loan Combinations that became Corrected Loans prior to the time of that
termination or resignation, except the Workout Fees will no longer be payable if any such Mortgage Loan or Serviced Loan Combination
subsequently becomes a Specially Serviced Loan; and (2) it will receive any Workout Fees payable in respect of any Mortgage Loan
or Serviced Loan Combination that was, at the time of that termination or resignation, a Specially Serviced Loan for which the
resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated
by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was
terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive full and
timely Monthly Payments as described in clause (w) of the definition of “Specially Serviced Loan” and which


 



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thereafter
becomes a Corrected Loan as a result of the Mortgagor making such three consecutive full and timely Monthly Payments as described
in clause (w) of the definition of “Specially Serviced Loan”, except the Workout Fees will no longer be payable if
any such Mortgage Loan or Serviced Loan Combination subsequently becomes a Specially Serviced Loan. In either case, the successor
special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer shall also be entitled to additional
servicing compensation in the form of a Liquidation Fee (other than with respect to the Outside Serviced Mortgage Loans) payable
out of the Liquidation Proceeds prior to the deposit of the Net Liquidation Proceeds in the Collection Account or the Loan Combination
Custodial Account, as applicable. However, no Liquidation Fee will be payable with respect to an Outside Serviced Mortgage Loan
or in connection with, or out of, Liquidation Proceeds as set forth in the final two provisos of the definition of “Liquidation
Fee” herein. Notwithstanding anything herein to the contrary, the Special Servicer shall not be entitled to receive both
a Liquidation Fee and a Workout Fee with respect to any specific collections or proceeds on any Mortgage Loan or Serviced Loan
Combination. For purposes of the foregoing provisions of this Section 3.12(c), a termination and removal of the Special
Servicer under Section 6.08 of this Agreement shall be deemed to constitute a termination without cause.


 


If
at any time a Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan, the Special Servicer shall use its
reasonable efforts to collect the amount of any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the related Mortgagor
pursuant to the related Loan Documents, including exercising all remedies available under such Loan Documents that would be in
accordance with the Servicing Standard, specifically taking into account the costs or likelihood of success of any such collection
efforts and the Realized Loss and VRR Realized Loss that would be incurred by Certificateholders in connection therewith as opposed
to the Realized Loss and VRR Realized Loss that would be incurred as a result of not collecting such amounts from the related
Mortgagor.


 


The
Special Servicer shall not be entitled to any Liquidation Fee with respect to any Outside Serviced Mortgage Loan or any Outside
Serviced Companion Loan. In addition, the Special Servicer will not be entitled to retain any portion of Excess Interest paid
on any Mortgage Loan.


 


Notwithstanding
anything herein to the contrary, in the case of a Serviced Loan Combination, in no event shall Special Servicing Compensation
with respect to the related Mortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with
respect to the related Serviced Pari Passu Companion Loan(s), and in no event shall Special Servicing Compensation with respect
to the related Serviced Pari Passu Companion Loan(s) (including an REO Companion Loan) be payable out of payments and other collections
with respect to the related Mortgage Loan or the Mortgage Pool. In addition, with respect to any Serviced Subordinate Companion
Loan, unless otherwise provided in the related Co-Lender Agreement, in no event shall Special Servicing Compensation with respect
to such Companion Loan (including an REO Companion Loan) be payable out of payments and other collections with respect to any
related Serviced Pari Passu Companion Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph is in no way intended
to limit the rights of the Special Servicer under the related Co-Lender Agreement to seek payment of unpaid Special Servicing
Compensation with respect to any Serviced Companion Loan from the related Serviced Companion Loan Holder.


 






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(d)       The
Master Servicer, Special Servicer, the Certificate Administrator and Trustee shall be entitled to reimbursement from the Trust
Fund for the costs and expenses incurred by them in the performance of their duties under this Agreement which are “unanticipated
expenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii). Such expenses shall
include, by way of example and not by way of limitation, environmental assessments, Appraisals in connection with foreclosure,
the fees and expenses of any administrative or judicial proceeding and expenses expressly identified as reimbursable in Section
3.06(a)(vi) of this Agreement.


 


(e)       No
provision of this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their
duties hereunder or thereunder, or in the exercise of any of their rights or powers, if, in the good faith business judgment of
the Master Servicer, Special Servicer, the Certificate Administrator or the Trustee, as the case may be, repayment of such funds
would not be ultimately recoverable from late payments, Net Insurance Proceeds, Net Condemnation Proceeds, Net Liquidation Proceeds
and other collections on or in respect of the Mortgage Loans or Serviced Loan Combination (to the extent recovery is permitted
from a Serviced Loan Combination hereunder) or from adequate indemnity from other assets comprising the Trust Fund against such
risk or liability.


 


If
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee receives a request
or inquiry from a Mortgagor, any Certificateholder or any other Person the response to which would, in the Master Servicer’s,
the Special Servicer’s or the Operating Advisor’s commercially reasonable judgment or the Certificate Administrator’s
or the Trustee’s good faith business judgment require the assistance of Independent legal counsel or other consultant to
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee the cost of which
would not be an expense of the Trust Fund hereunder, then the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator or the Trustee, as the case may be, shall not be required to take any action in response to such request
or inquiry unless the Mortgagor or such Certificateholder or such other Person, as applicable, makes arrangements for the payment
of the Master Servicer’s, the Special Servicer’s, the Operating Advisor’s, the Certificate Administrator’s
or the Trustee’s expenses associated with such counsel (including, without limitation, posting an advance payment for such
expenses) satisfactory to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the
Trustee as the case may be, in its sole discretion. Unless such arrangements have been made, the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator or the Trustee as the case may be, shall have no liability to any
Person for the failure to respond to such request or inquiry.


 


(f)       With
respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer, within
two Business Days following the related Determination Date, and the Master Servicer shall deliver, to the extent it has received
such information, to the Certificate Administrator, without charge and within one Business Day prior to the related Distribution
Date, an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by
the Special Servicer or any of its Affiliates during the related Collection Period; provided, that no such


 



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report shall
be due in any month during which no Disclosable Special Servicer Fees were received.


 


(g)       The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees or rebates) from any Person (including, without limitation,
the Trust, any Mortgagor, any Manager, any guarantor or indemnitor in respect of a Serviced Mortgage Loan or Serviced Companion
Loan and any purchaser of any Serviced Mortgage Loan, Serviced Companion Loan or REO Property) in connection with the disposition,
workout or foreclosure of any Serviced Loan, the management or disposition of any REO Property, or the performance of any other
special servicing duties under this Agreement, other than as expressly provided in this Section 3.12; provided that
such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees or the fees received by any Person acting as an
Outside Servicer or Outside Special Servicer as expressly provided for under the applicable Outside Servicing Agreement with respect
to an Outside Serviced Mortgage Loan, or as master servicer or special servicer as expressly provided for under the applicable
Other Pooling and Servicing Agreement governing the securitization of a Serviced Companion Loan. For the avoidance of doubt, the
foregoing is not intended to act as a prohibition on the right of any entity acting in the capacities of both Master Servicer
and Special Servicer from receiving or retaining any fees, compensation or other remuneration it is entitled to in its capacity
as Master Servicer pursuant to this Agreement.


 


(h)       If
a Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the related Servicing Shift Date, the Special
Servicer shall service and administer the related Loan Combination and any related REO Property in the same manner as any other
Specially Serviced Loan or REO Property and shall be entitled to all rights and compensation earned with respect to the related
Loan Combination during the period for which it acts as Special Servicer of the related Loan Combination. With respect to a Servicing
Shift Mortgage Loan, prior to the related Servicing Shift Date, no other special servicer will be entitled to any such compensation
or have such rights and obligations. If a Servicing Shift Mortgage Loan is still a Specially Serviced Mortgage Loan on the related
Servicing Shift Date, the related Outside Special Servicer and the Special Servicer shall be entitled to compensation with respect
to the related Loan Combination as if the Special Servicer were being terminated as Special Servicer and the related Outside Special
Servicer were replacing it as the successor special servicer. Upon receipt of notice of its termination as Special Servicer with
respect to a Servicing Shift Mortgage Loan, the Special Servicer shall reasonably cooperate with the related Outside Special Servicer
in connection with the servicing transition of such Servicing Shift Mortgage Loan on and after the related Servicing Shift Date.


 


Section
3.13     Compensating Interest Payments. The Master Servicer shall deliver to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest
Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any
right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan)
and any related Serviced Pari Passu Companion Loan, equal to the lesser of:


 






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		(i)	the
                                         aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary
                                         Principal Prepayments received in respect of the Mortgage Loans (other than the Outside
                                         Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each
                                         case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced
                                         Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date
                                         other than the applicable Due Date) for the related Distribution Date; and



 


		(ii)	the
                                         aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related
                                         Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion
                                         Loan and REO Loan for which such Servicing Fees are being paid in such Collection Period,
                                         calculated at a rate of 0.00125% per annum, and (B) all Prepayment Interest Excesses
                                         received by the Master Servicer during such Collection Period with respect to the Mortgage
                                         Loans (and, so long as a Loan Combination is serviced under this Agreement, any related
                                         Serviced Pari Passu Companion Loan) subject to prepayment and net investment earnings
                                         on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders
                                         to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.



 


If
a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related
Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Loan Documents regarding Principal
Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related
Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) 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, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds), then for purposes of calculating
the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii)
of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described
in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment.


 


Compensating
Interest Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related
Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay
the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.


 


Section
3.14 Application of Penalty Charges and Modification Fees.


 


(a)       On
or prior to the second Business Day before each Master Servicer Remittance Date, the Master Servicer shall apply all Penalty Charges
and Modification Fees (to the extent permitted under any related Co-Lender Agreement (in the case of a Serviced Loan Combination)
and not applied pursuant to Section 3.06A(a)(ii) or Section 3.06(a)(ii), as applicable, of this Agreement) received
by it with respect to any Mortgage Loan or Serviced Loan Combination, including an Outside Serviced Mortgage Loan (to the extent
allocable to such Outside Serviced Mortgage Loan pursuant to the related Co-Lender Agreement and


 



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remitted to the Master Servicer
by the related Outside Servicer) during the related Collection Period, as follows:


 


(i)         first,
to the extent of all Penalty Charges and Modification Fees (in such order), to pay or reimburse the Master Servicer, the Special
Servicer and/or the Trustee, as applicable, for all outstanding Advances (including unreimbursed Advances that have been determined
to be Nonrecoverable Advances) and the related Advance Interest Amounts and other outstanding Additional Trust Fund Expenses (exclusive
of Special Servicing Fees, Workout Fees and Liquidation Fees) other than Borrower Delayed Reimbursements, in each case, with respect
to such Mortgage Loan or Serviced Loan Combination;


 


(ii)       second,
to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all Advances
(and related Advance Interest Amounts) with respect to such Mortgage Loan or Serviced Loan Combination previously determined to
be Nonrecoverable Advances and previously reimbursed to the Master Servicer, the Special Servicer and/or the Trustee, as applicable,
from amounts on deposit in the Collection Account (and such amounts will be retained or deposited in the Collection Account as
recoveries of such Nonrecoverable Advances and related Advance Interest Amounts) other than Borrower Delayed Reimbursements;


 


(iii)       third,
to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all other
Additional Trust Fund Expenses (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees) with respect to such Mortgage
Loan or Serviced Loan Combination previously paid from the Collection Account or related Loan Combination Custodial Account (and
such amounts will be retained or deposited in the Collection Account or related Loan Combination Custodial Account as recoveries
of such Additional Trust Fund Expenses) other than Borrower Delayed Reimbursements; and


 


(iv)       fourth,
to the extent of any remaining Penalty Charges and any remaining Modification Fees, to the Master Servicer or the Special Servicer,
as applicable, as servicing compensation, pro rata, based on their entitlement set forth in Section 3.12 of this
Agreement prior to the applications set forth in clauses (i) through (iii) above;


 


provided
that, notwithstanding the foregoing, in the case of a Loan Combination, Penalty Charges shall be allocated for the purposes
and in the order set forth in the related Co-Lender Agreement.


 


(b)       In
connection with the operation of the provisions of this Section 3.14, not later than the 25th day of the month in which
each Distribution Date occurs (beginning with the 25th day of the month following the first Collection Period in which an Additional
Trust Fund Expense, Advance or Advance Interest Amount is incurred), the Master Servicer shall deliver to the Special Servicer
a report in the form reasonably agreed to by both the Master Servicer and the Special Servicer setting forth information regarding
(1) the amount of Penalty Charges, Modification Fees and Assumption Fees collected by the Master Servicer and the Special Servicer,
as applicable, and (2) the related loan expenses and other amounts paid to the Trust from such Penalty Charges, Modification Fees
and Assumption Fees, in each case for


 



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the related Collection Period or other reporting period as agreed to by the Master Servicer
and the Special Servicer. The Master Servicer shall respond promptly to any inquiries of the Special Servicer with respect to
the contents of any such report and shall provide any supporting information with respect thereto that is reasonably requested
by the Special Servicer.


 


Section
3.15     Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, the Certificate
Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination
Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced
Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial
institutions, the Federal Reserve Board, the FDIC and the OCC and the supervisory agents and examiners of such boards and such
corporations, and any other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion
Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the Federal
Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon
reasonable request and during normal business hours at the offices of the Master Servicer or Special Servicer (which access shall
be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the
Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall
detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of
information with respect to the Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided
in this Section 3.15 as a result of such obligation shall not constitute a breach of this Section 3.15.


 


In
connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced
Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan
Holder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced Companion
Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including
copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information
or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders
or beneficial owners of Certificates access to the information described in the preceding paragraph, the Master Servicer and the
Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to
the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information
confidential.


 


In
addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer
and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original
source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by


 



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it a reasonable
statement regarding securities law restrictions on such information and/or condition access to information on the execution of
a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv)
withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the
disclosure of such items would constitute a waiver of the attorney-client privilege.


 


Each
of the Master Servicer and the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer
available via telephone to verbally answer questions from the Operating Advisor (after the occurrence and during the continuance
of a Control Termination Event), the Directing Holder (unless, if the Controlling Class Representative is the related Directing
Holder, a Control Termination Event has occurred and is continuing) and any Risk Retention Consultation Party (to the extent such
Risk Retention Consultation Party has consultation rights pursuant to Section 6.09), on a monthly basis, during regular
business hours at such time and for such duration as the Master Servicer or the Special Servicer, as applicable, on the one hand,
and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event), Directing Holder (unless,
if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing)
and any Risk Retention Consultation Party (to the extent such Risk Retention Consultation Party has consultation rights pursuant
to Section 6.09), as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of
the applicable Serviced Mortgage Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as
applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party,
as applicable, agrees to identify for the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days
prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it
intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement
substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification.


 


The
Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion,
make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans,
the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not Privileged Information,
for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor.


 


After
the occurrence and during the continuance of Control Termination Event, the Special Servicer shall deliver (to the extent available
to the Special Servicer) to the Operating Advisor such reports and other information produced or otherwise available to any Outside
Controlling Note Holder, the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor
in support of the performance of the Operating Advisor’s obligations under this Agreement in electronic format.


 


The
Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of
performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or
entity except (i) with respect to Privileged Information, pursuant to Section 3.29(i) of this Agreement, or (ii) with


 



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respect
to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor
Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.


 


Section
3.16     Title and Management of REO Properties.


 


(a)       In
the event that title to any Mortgaged Property (other than a Mortgaged Property with respect to an Outside Serviced Mortgage Loan)
is acquired for the benefit of Certificateholders (or, with respect to a Serviced Loan Combination, for the benefit of the Certificateholders
and the related Serviced Companion Loan Holder(s)) (as a collective whole as if such Certificateholders and, if applicable, such
Serviced Companion Loan Holder(s) constituted a single lender) (either by the Trust Fund or by a single member limited liability
company established for that purpose) in foreclosure, by deed-in-lieu of foreclosure or upon abandonment or reclamation from bankruptcy,
the deed or certificate of sale shall be taken in the name of a nominee of the Trustee (which shall not include the Master Servicer),
or a separate trustee or co-trustee, on behalf of the Trust Fund and any related Serviced Companion Loan Holders. The Special
Servicer, on behalf of the Trust Fund, shall sell any REO Property prior to the close of the third calendar year following the
year in which the Lower-Tier REMIC acquires ownership of such REO Property, within the meaning of Treasury Regulations Section
1.856-6(b)(1), for purposes of Code Section 860G(a)(8), unless (i) the IRS grants (or does not deny) an extension of time (an
“REO Extension”) to sell such REO Property or (ii) the Special Servicer obtains an Opinion of Counsel for the
Special Servicer, the Certificate Administrator and the Trustee, addressed to the Special Servicer, the Certificate Administrator
and the Trustee, to the effect that the holding by the Lower-Tier REMIC of such REO Property subsequent to the close of the third
calendar year following the year in which such acquisition occurred will not result in the imposition of taxes on “prohibited
transactions” (as defined in Code Section 860F) of either Trust REMIC, or cause either Trust REMIC to fail to qualify as
a REMIC under the Code at any time that any of the Lower-Tier Regular Interests, any of the Non-Vertically Retained Regular Certificates
or the Class VRR Upper-Tier Regular Interest is outstanding. If the Special Servicer is granted (or is not denied) the REO Extension
contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii)
of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted
by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection
with its receiving the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion
of Counsel contemplated by clause (ii) of the second preceding sentence shall be an expense of the Trust Fund payable out of the
Collection Account pursuant to Section 3.06(a) of this Agreement. The Special Servicer, on behalf of the Trust Fund and
any related Serviced Companion Loan Holder, in accordance with the Servicing Standard, shall dispose of any REO Property held
by the Trust Fund (i) prior to the last day of such period (taking into account extensions) by which such REO Property is required
to be disposed of pursuant to the provisions of the immediately preceding sentence in a manner provided under Section 3.17
of this Agreement and (ii) on the same terms and conditions as if it were the owner of such REO Property. The Special Servicer
shall manage, conserve, protect and operate each REO Property for the Certificateholders and, if applicable, the related Serviced
Companion Loan Holder, solely for the purpose of its prompt disposition and sale in a manner which does not cause such


 



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REO Property
to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8) or result in the receipt
by the Trust Fund of any “income from non-permitted assets” within the meaning of Code Section 860F(a)(2)(B) or (i)
endanger the status of either Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon either Trust REMIC or the
Trust Fund.


 


(b)       The
Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement,
to do any and all things in connection with any REO Property (other than an REO Property related to an Outside Serviced Mortgage
Loan) as are consistent with the Servicing Standard and the terms of this Agreement, all on such terms and for such period as
the Special Servicer deems to be in the best interests of Certificateholders and, if applicable, the related Serviced Companion
Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s)
constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of
any related Subordinate Companion Loan(s))), and, in connection therewith, the Special Servicer shall only agree to the payment
of management fees that are consistent with general market standards or to terms that are more favorable. Consistent with the
foregoing, the Special Servicer shall cause or permit to be earned with respect to such REO Property any “net income from
foreclosure property,” within the meaning of Code Section 860G(c), which is subject to tax under the REMIC Provisions only
if it has determined, and has so advised the Certificate Administrator in writing, that the earning of such income on a net after-tax
basis could reasonably be expected to result in a greater recovery on behalf of Certificateholders and, if applicable, the related
Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, the related Companion Loan Holder(s),
constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of
any related Subordinate Companion Loan(s))) than an alternative method of operation or rental of such REO Property that would
not be subject to such a tax. The Special Servicer shall segregate and hold all revenues received by it with respect to any REO
Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property
a segregated custodial account (each, an “REO Account”), each of which shall be an Eligible Account and (subject
to any changes in the identities of the Special Servicer and/or the Trustee) shall be entitled “LNR Partners, LLC, as Special
Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Benchmark
2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9, [IN THE CASE OF AN REO PROPERTY RELATED
TO A SERVICED LOAN COMBINATION: and the related Serviced Companion Loan Holder, as their interests may appear], REO Account.”
The Special Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited
in an REO Account to the extent provided in Section 3.07(b) of this Agreement. The Special Servicer shall deposit or cause
to be deposited in the REO Account, within two (2) Business Days after receipt of properly identified funds, all revenues and
proceeds received by it with respect to any REO Property, and shall withdraw therefrom funds necessary for the proper operation,
management and maintenance of such REO Property and for other Property Protection Expenses with respect to such REO Property,
including:


 


(i)        all
insurance premiums due and payable in respect of any REO Property;


 






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(ii)       all
real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon;


 


(iii)      all
costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property including,
if applicable, the payments of any ground rents in respect of such REO Property; and


 


(iv)      any
taxes imposed on either Trust REMIC in respect of net income from foreclosure property in accordance with Section 4.05
of this Agreement.


 


To
the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the Special
Servicer has provided written notice of such shortfall to the Master Servicer at least five (5) Business Days (or, in an emergency
situation or on an urgent basis, two (2) Business Days, provided that the written notice sets forth the nature of the emergency
or the basis of the urgency) prior to the date that such amounts are due, the Master Servicer shall advance the amount of such
shortfall unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would be a Nonrecoverable
Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection
Account). If the Master Servicer does not make any such Advance in violation of the immediately preceding sentence, the Trustee
shall make such Advance unless the Trustee determines that such Advance would be a Nonrecoverable Advance. The Trustee shall be
entitled to rely, conclusively, on any determination by the Master Servicer that an Advance, if made, would be a Nonrecoverable
Advance. The Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall use its good faith
business judgment. The Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such Advances (with
interest at the Advance Rate) made pursuant to the preceding sentence, to the extent set forth in Section 3.06 and/or,
if applicable, Section 3.06A of this Agreement. The Special Servicer shall withdraw from each REO Account and remit to
the Master Servicer for deposit into the Collection Account, or, for a Serviced Loan Combination, the related Loan Combination
Custodial Account, on a monthly basis prior to the related Master Servicer Remittance Date (but not earlier than two (2) Business
Days after such amounts are received and properly identified) the Net REO Proceeds, Net Liquidation Proceeds, Net Condemnation
Proceeds and Net Insurance Proceeds received or collected from each REO Property during the related Collection Period, except
that in determining the amount of any such Net REO Proceeds, the Special Servicer may retain in each REO Account reasonable reserves
for repairs, replacements and necessary capital improvements and other related expenses. Notwithstanding the foregoing, the Special
Servicer shall not:


 


(i)        permit
the Trust Fund to enter into, renew or extend any New Lease, if the New Lease by its terms will give rise to any income that does
not constitute Rents from Real Property;


 


(ii)       permit
any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;


 


(iii)      authorize
or permit any construction on any REO Property, other than the repair or maintenance thereof or the completion of a building or
other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was
completed before default on the related Mortgage Loan or


 



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Serviced Loan Combination became imminent, all within the meaning of
Code Section 856(e)(4)(B); or


 


(iv)      Directly
Operate or allow any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by
the Trust Fund, unless such Person is an Independent Contractor;


 


unless,
in any such case, the Special Servicer has requested and received an Opinion of Counsel addressed to the Special Servicer, any
related Serviced Companion Loan Holder, the Certificate Administrator and the Trustee (which opinion shall be an expense of the
Trust Fund and, if any related Serviced Companion Loan is part of a REMIC, the related Serviced Companion Loan Holder) to the
effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning
of Code Section 860G(a)(8) (determined without regard to the exception applicable for purposes of Code Section 860D(a)) at any
time that it is held by the Trust Fund, in which case the Special Servicer may take such actions as are specified in such Opinion
of Counsel.


 


The
Special Servicer shall be required to contract with an Independent Contractor, the fees and expenses of which shall be an expense
of the Trust Fund and payable out of REO Proceeds, for the operation and management of any REO Property, within 90 days of the
Trust Fund’s acquisition thereof (unless the Special Servicer shall have provided the Trustee and the Certificate Administrator
with an Opinion of Counsel that the operation and management of any REO Property other than through an Independent Contractor
shall not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section
860G(a)(8)) (which opinion shall be an expense of the Trust Fund), provided that:


 


(i)        the
terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall not be
inconsistent herewith;


 


(ii)       any
such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred
in connection with the operation and management of such REO Property, including those listed above, and remit all related revenues
(net of such costs and expenses) to the Special Servicer as soon as practicable, but in no event later than thirty days following
the receipt thereof by such Independent Contractor;


 


(iii)      none
of the provisions of this Section 3.16(b) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations to the Trust Fund or the Trustee
on behalf of the Certificateholders and, if applicable, any related Serviced Companion Loan Holder with respect to the operation
and management of any such REO Property; and


 


(iv)      the
Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such REO Property.


 






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The
Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing
in this Agreement shall be deemed to limit or modify such indemnification.


 


(c)       When
and as necessary, the Special Servicer shall send to the Trustee and the Certificate Administrator and the related Serviced Companion
Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) a statement
prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service
to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property
in accordance with Section 3.16(a) and Section 3.16(b) of this Agreement.


 


(d)       Notwithstanding
anything to the contrary, this Section 3.16 shall not apply to any REO Property related to an Outside Serviced Mortgage
Loan.


 


Section
3.17     Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans.


 


(a)       The parties hereto may sell or purchase, or permit the sale or purchase of, a
Mortgage Loan (excluding an Outside Serviced Mortgage Loan) only (i) on the terms and subject to the conditions set forth in
this Section 3.17, (ii) as otherwise expressly provided in or contemplated by Sections 2.03 and 9.01 of
this Agreement, or (iii) (A) in the case of a Mortgage Loan related to a Serviced Loan Combination in accordance with and
subject to the provisions of the related Co-Lender Agreement and Section 3.28 of this Agreement and (B) in the case of
a Mortgage Loan with a related mezzanine loan or subordinate mortgage loan, in accordance with and subject to the provisions
of the related intercreditor agreement.


 


(b)       Promptly
upon a Serviced Loan becoming a Defaulted Loan and if the Special Servicer determines in accordance with the Servicing Standard
that it would be in the best interests of the Certificateholders and, in the case of a Serviced Pari Passu Loan Combination, any
related Serviced Pari Passu Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced
Pari Passu Loan Combination, any related Serviced Pari Passu Companion Loan Holder, constituted a single lender) to attempt to
sell such Defaulted Loan, the Special Servicer shall use reasonable efforts to solicit offers for such Defaulted Loan on behalf
of the Certificateholders and, if applicable, any related Serviced Pari Passu Companion Loan Holder in such manner as will be
reasonably likely to realize a fair price. Subject to the other subsections of this Section 3.17, the Special Servicer
shall accept the first (and, if multiple offers are contemporaneously received, the highest) cash offer received from any Person
that constitutes a fair price for such Defaulted Loan. The Special Servicer shall notify the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event), any related Outside Controlling Note Holder, each
Risk Retention Consultation Party (other than with respect to any related Excluded RRCP Mortgage Loan) and the Operating Advisor
(after the occurrence and during the continuance of a Control Termination Event) of any written offers (excluding, for the sake
of clarity, any unsuccessful bids received during an auction, whether live or on-line, that were


 



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lower than the accepted offer)
received regarding the sale of any Defaulted Loan, in each case to the extent requested by any such party. Any Serviced Pari Passu
Companion Loan that is part of a Defaulted Serviced Loan Combination is to be sold together with the related Mortgage Loan, subject
to this Section 3.17 and any additional requirements set forth in the related Co-Lender Agreement.


 


(c)       The
Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion Loan
Holder (in the case of a Serviced Loan Combination), each Risk Retention Consultation Party (other than with respect to any related
Excluded RRCP Mortgage Loan), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation
Termination Event), any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved)
and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) not less than five
(5) Business Days’ prior written notice of its intention to sell any Defaulted Loan. No Interested Person shall be obligated
to submit an offer to purchase any Defaulted Loan, and notwithstanding anything to the contrary contained herein, neither the
Trustee, in its individual capacity, nor any of its Affiliates may offer to purchase, or purchase any Defaulted Loan pursuant
hereto.


 


(d)       Whether
any cash offer constitutes a fair price for any Defaulted Loan for purposes of Section 3.17(b) of this Agreement shall
be determined by the Special Servicer, if the offeror is a Person other than an Interested Person, and by the Trustee, if the
offeror is an Interested Person (provided that the Trustee may not be an offeror); provided, however, that
no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least
two other offers are received from independent third parties; and provided, further, notwithstanding the immediately preceding
proviso, the Purchase Price for any Defaulted Loan (and any equivalent amount for any related Serviced Companion Loan) shall be
deemed a fair price in all cases, including with respect to any offer from an Interested Person. In all cases under this Agreement
(except to the extent the Trustee is not required to determine whether any cash offer constitutes a fair price for any Defaulted
Loan pursuant to the immediately preceding sentence), in determining whether any offer received from an Interested Person represents
a fair price for any Defaulted Loan, the Trustee shall (at the expense of the Interested Person) designate an independent third
party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing or investing
in mortgage loans similar to such Defaulted Loan that has been selected with reasonable care by the Trustee to determine if such
cash offer constitutes a fair price for such Defaulted Loan; provided that the Trustee will not engage a third party expert
whose fees exceed a commercially reasonable amount as determined by the Trustee. The reasonable costs of all appraisals, inspection
reports and broker opinions of value incurred by any such third party pursuant to this Section 3.17(d) will be covered
by, and will be reimbursable by the Interested Person. The Trustee will be entitled to rely conclusively upon such third party’s
determination. In determining whether any such offer from a Person other than an Interested Person constitutes a fair price for
any such Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal
or narrative Appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), among other factors, the
period and amount of any delinquency on such Defaulted Loan, the occupancy level and physical condition of the related Mortgaged
Property and the state of the local


 



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economy. The appraiser conducting any new Appraisal for determining whether any offer from
a Person other than an Interested Person represents a fair price for any Defaulted Loan shall be an Appraiser selected by the
Special Servicer. The cost of any such Appraisal shall be covered by, and shall be reimbursable to, the Master Servicer as a Property
Advance if no Interested Person is offering to purchase such Defaulted Loan.


 


(e)       Subject
to Section 3.17(a) through Section 3.17(d), Section 3.17(f), Section 3.17(g) and Section 3.17(m),
the Special Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion Loan Holder in negotiating and
taking any other action necessary or appropriate in connection with the sale of any Defaulted Loan, and the collection of all
amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may
retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information pertaining
to such sales or exchanging offers without obligation to deposit such amounts into the Collection Account or, if applicable, the
Loan Combination Custodial Account. Any sale of any Defaulted Loan shall be final and without recourse to the Trustee, the Certificate
Administrator or the Trust Fund (except such recourse to the Trust Fund imposed by those representations and warranties typically
given in such transactions, any appropriations applied thereto and any customary closing matters), and if such sale is consummated
in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the Certificate
Administrator, the Operating Advisor or the Trustee shall have any liability to any Certificateholder with respect to the purchase
price therefor accepted by the Special Servicer or the Trustee.


 


(f)        Subject
to (x) the rights of a holder of a mezzanine loan, under the respective intercreditor agreement, and (y) the rights of a Subordinate
Companion Loan Holder, under the respective Co-Lender Agreement, to purchase a Mortgage Loan or Serviced Loan Combination (or
senior portion thereof), unless and until a Defaulted Loan is sold pursuant to this Section, the Special Servicer shall continue
to service and administer such Defaulted Loan in accordance with the Servicing Standard and this Agreement and shall pursue such
other resolutions or recovery strategies including workout, foreclosure or sale of such Defaulted Loan, as is consistent with
this Agreement and the Servicing Standard.


 


(g)       Any
sale of a Defaulted Loan pursuant to this Section 3.17 shall be for cash only. The purchase price for any Defaulted Loan
purchased under this Section 3.17 or any Outside Serviced Mortgage Loan sold in accordance with the related Co-Lender Agreement
or Outside Servicing Agreement, shall be deposited into the Collection Account or the related Loan Combination Custodial Account,
as applicable, and the Certificate Administrator (or a Custodian appointed by it), upon receipt of (i) an Officer’s Certificate
from the Master Servicer to the effect that such deposit has been made and (ii) a Request for Release, shall release or cause
to be released to the purchaser of the Defaulted Loan the related Mortgage File, and the Trustee, the Master Servicer or the Special
Servicer, as applicable, shall execute and deliver such instruments of transfer or assignment, in each case without recourse,
as shall be necessary to vest in such purchaser ownership of such Defaulted Loan. In connection with any such purchase, the Special
Servicer and the Master Servicer shall deliver the related Servicing File (to the extent either has possession of such file) to
such purchaser.


 






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(h)       The
parties hereto may sell or purchase, or permit the sale or purchase of, an REO Property (other than an REO Property related to
an Outside Serviced Mortgage Loan) only on the terms and subject to the conditions set forth in this Section 3.17.


 


(i)       The
Special Servicer shall use reasonable efforts to solicit offers for each REO Property (other than an REO Property related to an
Outside Serviced Mortgage Loan) on behalf of the Certificateholders and the related Serviced Companion Loan Holder in such manner
as will be reasonably likely to realize a fair price within the time period specified by Section 3.16 of this Agreement.
Subject to Section 3.17(m) of this Agreement, the Special Servicer shall accept the first (and, if multiple offers are
contemporaneously received, highest) cash offer received from any Person that constitutes a fair price for such REO Property.
If the Special Servicer determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price
for any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) within the time constraints imposed
by Section 3.16 of this Agreement, then the Special Servicer shall dispose of such REO Property upon such terms and conditions
as the Special Servicer shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection
therewith, shall accept the highest outstanding cash offer, regardless from whom received. The Liquidation Proceeds (net of related
Liquidation Expenses) for any REO Property sold hereunder shall be deposited in the Collection Account or, if applicable, the
related Loan Combination Custodial Account.


 


(j)       The
Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion Loan
Holder, each Risk Retention Consultation Party (other than with respect to any related Excluded RRCP Mortgage Loan), the Controlling
Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), any related Outside Controlling
Note Holder (if a Serviced Outside Controlled Loan Combination is involved) and the Operating Advisor (after the occurrence and
during the continuance of a Control Termination Event) not less than three (3) Business Days’ prior written notice of its
intention to sell any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) hereunder. No Interested
Person shall be obligated to submit an offer to purchase any REO Property, and notwithstanding anything to the contrary contained
herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may offer to purchase, or purchase, any REO
Property pursuant hereto.


 


(k)       Whether
any cash offer constitutes a fair price for any REO Property (other than an REO Property related to an Outside Serviced Mortgage
Loan) for purposes of Section 3.17(i) of this Agreement shall be determined by the Special Servicer, if the offeror is
a Person other than an Interested Person, and by the Trustee, if the offeror is an Interested Person (provided that the
Trustee may not be an offeror); provided, however, that no offer from an Interested Person shall constitute a fair
price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent third parties;
and provided, further, notwithstanding the immediately preceding proviso, the Purchase Price for any such REO Property
shall be deemed a fair price in all cases, including with respect to any offer from an Interested Person. In determining whether
any offer received from an Interested Person represents a fair price for any such REO Property, the Trustee shall (at the expense
of the Interested Person) designate an independent third party expert in real estate or commercial mortgage loan matters with
at least five (5) years’ experience in valuing or investing in


 



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properties
similar to such REO Property that has been selected with reasonable care by the Trustee to determine if such cash offer
constitutes a fair price for such REO Property; provided that the Trustee will not engage a third party expert whose
fees exceed a commercially reasonable amount as determined by the Trustee. The reasonable costs of all appraisals, inspection
reports and broker opinions of value incurred by any such third party pursuant to this Section 3.17(k) will be covered
by, and will be reimbursable by the Interested Person. The Trustee will be entitled to rely conclusively upon such third
party’s determination. In determining whether any such offer from a Person other than an Interested Person constitutes
a fair price for any such REO Property, the Special Servicer shall take into account (in addition to the results of any
Appraisal, updated Appraisal or narrative Appraisal that it may have obtained pursuant to this Agreement within the prior 9
months), among other factors, the period and amount of any delinquency on the related Mortgage Loan or Serviced Loan
Combination, the occupancy level and physical condition of such REO Property, the state of the local economy and the
obligation to dispose of such REO Property within the time period specified in Section 3.16 of this Agreement. The
appraiser conducting any new Appraisal for determining whether any offer from a Person other than an Interested Person
represents a fair price for any REO Property shall be an Appraiser selected by the Special Servicer. The cost of any such
Appraisal shall be covered by, and shall be reimbursable to, the Master Servicer as a Property Advance if no
Interested Person is offering to purchase such REO Property.


 


(l)        Subject
to Section 3.17(a) through Section 3.17(k) and Section 3.17(m) of this Agreement, the Special Servicer shall
act on behalf of the Trust Fund and any affected Serviced Companion Loan Holder in negotiating and taking any other action necessary
or appropriate in connection with the sale of any Defaulted Loan or REO Property (other than an REO Property related to an Outside
Serviced Mortgage Loan), and the collection of all amounts payable in connection therewith. In connection therewith, the Special
Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the
preparation and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts
into the Collection Account or, if applicable, the related Loan Combination Custodial Account. Any sale of any Defaulted Loan
or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) shall be final and without recourse
to the Trustee, the Certificate Administrator or the Trust Fund or any related Serviced Companion Loan Holder (except such recourse
to the Trust Fund and the related Serviced Companion Loan Holder imposed by those representations and warranties typically given
in such transactions, any appropriations applied thereto and any customary closing matters), and if such sale is consummated in
accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the Certificate
Administrator, the Operating Advisor or the Trustee shall have any liability to any Certificateholder with respect to the purchase
price therefor accepted by the Special Servicer or the Trustee.


 


(m)      Notwithstanding
any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest
cash offer for a Defaulted Loan if the Special Servicer determines (in consultation with the Controlling Class Representative
(unless a Consultation Termination Event exists or a Serviced Outside Controlled Loan Combination is involved or an Excluded Mortgage
Loan is involved), the Operating Advisor (if a Control Termination Event exists), each Risk Retention Consultation Party (unless
an


 



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Excluded RRCP Mortgage Loan with respect thereto is involved) and any related Outside Controlling Note Holder (if a Serviced
Outside Controlled Loan Combination is involved)), in accordance with the Servicing Standard, that rejection of such offer would
be in the best interests of the Certificateholders and, in the case of a Serviced Pari Passu Loan Combination, the related Serviced
Pari Passu Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, any related Serviced
Pari Passu Companion Loan Holder(s) constituted a single lender), and the Special Servicer may accept a lower cash offer (from
any Person other than itself or an Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of
such offer would be in the best interests of the Certificateholders and, in the case of a Serviced Pari Passu Loan Combination,
any related Serviced Pari Passu Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable,
the related Serviced Pari Passu Companion Loan Holder(s) constituted a single lender) (for example, if the prospective buyer making
the lower offer is more likely to perform its obligations or the terms offered by the prospective buyer making the lower offer
are more favorable).


 


Notwithstanding
any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest
cash offer for an REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) if the Special Servicer
determines (in consultation with the related Directing Holder (unless, if the Controlling Class Representative is the related
Directing Holder, a Consultation Termination Event exists or an Excluded Mortgage Loan is involved), the Operating Advisor (if
a Control Termination Event exists) and each Risk Retention Consultation Party (unless an Excluded RRCP Mortgage Loan with respect
thereto is involved)), in accordance with the Servicing Standard, that rejection of such offer would be in the best interests
of the Certificateholders and, in the case of an REO Property that corresponds to a Serviced Loan Combination, the related Serviced
Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, any Serviced Companion Loan
Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate
nature of the related Subordinate Companion Loan(s))), and the Special Servicer may accept a lower cash offer (from any Person
other than itself or an Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer
would be in the best interests of the Certificateholders and, in the case of an REO Property that corresponds to a Serviced Loan
Combination, any related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable,
any related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination,
taking into account the subordinate nature of the related Serviced Subordinate Companion Loan(s))) (for example, if the prospective
buyer making the lower offer is more likely to perform its obligations or the terms offered by the prospective buyer making the
lower offer are more favorable).


 


(n)       In
no event shall the Trust Fund or the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer on the
Trust’s behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan, or any Companion Loan
or any Mortgage Loan.


 


(o)       Notwithstanding
anything herein to the contrary, any party identified in the related Co-Lender Agreement or Outside Servicing Agreement (which,
if the identified party is the holder of an Outside Serviced Mortgage Loan, shall mean the Controlling


 



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Class Representative for
so long as no Control Termination Event has occurred and is continuing), in its individual capacity and not on behalf of the Trust,
shall be entitled to purchase an Outside Serviced Mortgage Loan in accordance with the terms and conditions set forth in the related
Co-Lender Agreement and Outside Servicing Agreement. In no event shall the Trust Fund or the Trustee, the Master Servicer or the
Special Servicer on its behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan or the related
Companion Loan(s) or any other Mortgage Loan.


 


(p)       Notwithstanding
anything to the contrary herein, any purchase or sale of a Specially Serviced Loan pursuant to this Section 3.17 will remain
subject to the cure, purchase and other rights of, in each case if applicable, any related Subordinate Companion Loan Holder as
set forth in the related Co-Lender Agreement and any holder of a related mezzanine loan as set forth in the related intercreditor
agreement. The Special Servicer shall determine the price to be paid in accordance with the terms of the related Co-Lender Agreement
or the related mezzanine loan intercreditor agreement in connection with any such purchase rights in favor of any related Subordinate
Companion Loan Holder or mezzanine loan holder and shall provide such notices to the related Subordinate Companion Loan Holder
or the holder of a related mezzanine loan as are required by the related Co-Lender Agreement or the related mezzanine loan intercreditor
agreement in connection with each such holders’ purchase rights.


 


(q)       With
respect to any Serviced Pari Passu Loan Combination (other than any such Loan Combination that is a Serviced Outside Controlled
Loan Combination), the parties hereto acknowledge that the related Co-Lender Agreement provides that if such Serviced Pari Passu
Loan Combination becomes a Defaulted Serviced Loan Combination, and if the Special Servicer determines to sell the related Serviced
Mortgage Loan in accordance with this Section 3.17, then the Special Servicer will be required to sell each related Serviced
Pari Passu Companion Loan together with such Serviced Mortgage Loan as a single whole loan in accordance with this Agreement and
subject to any rights of the related Directing Holder and/or the holder of any related Serviced Pari Passu Companion Loan hereunder
or under the related Co-Lender Agreement. Notwithstanding anything to the contrary herein, the Special Servicer shall not sell
any such Serviced Pari Passu Loan Combination if it becomes a Defaulted Serviced Loan Combination without the written consent
of each related Serviced Pari Passu Companion Loan Holder (provided that such consent is not required if the consenting party
is the related Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer has delivered (which delivery may
be by electronic mail to the extent it would not be prohibited under the terms of the related Co-Lender Agreement) to such related
Serviced Pari Passu Companion Loan Holder (at the expense of such Serviced Pari Passu Companion Loan Holder to the extent permitted
under the terms of the related Co-Lender Agreement; provided, that to the extent an Other Securitization Trust is the related
Serviced Pari Passu Companion Loan Holder, no such expense shall be payable out of such Other Securitization Trust or by the parties
to the related Other Pooling and Servicing Agreement): (a) at least 15 Business Days’ prior written notice of any decision
to attempt to sell such Defaulted Serviced Loan Combination; (b) at least 10 days prior to the proposed sale date, a copy of each
bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection with any
such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the subject
Serviced Pari Passu Loan


 



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Combination, and any documents in the Servicing File reasonably requested by such related Serviced Pari
Passu Companion Loan Holder that are material to the price of the subject Serviced Pari Passu Loan Combination; and (d) until
the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors) prior to the proposed
sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved
by the Master Servicer or the Special Servicer in connection with the proposed sale; provided, that a related Serviced Pari Passu
Companion Loan Holder may waive as to itself any of the delivery or timing requirements set forth in this sentence. The Controlling
Class Representative and each related Serviced Pari Passu Companion Loan Holder will be permitted to submit an offer to purchase,
and any such party is permitted to be the purchaser at any sale of, the subject Defaulted Serviced Loan Combination unless such
Person is the related Mortgagor or an agent or Affiliate of the related Mortgagor.


 


(r)        With
respect to any Serviced Pari Passu Loan Combination that is a Serviced Outside Controlled Loan Combination, the parties hereto
acknowledge that the related Co-Lender Agreement provides that if such Serviced Pari Passu Loan Combination becomes a Defaulted
Serviced Loan Combination, and if the Special Servicer determines to sell the related Serviced Mortgage Loan in accordance with
this Section 3.17, then the Special Servicer will be required to sell the related Serviced Pari Passu Companion Loan together
with such Serviced Mortgage Loan as a single whole loan in accordance with this Agreement and subject to any rights of the related
Directing Holder, the Controlling Class Representative and/or the holder of any related non-controlling Serviced Pari Passu Companion
Loan hereunder or under the related Co-Lender Agreement. Notwithstanding anything to the contrary herein, the Special Servicer
shall not sell any such Serviced Pari Passu Loan Combination if it becomes a Defaulted Serviced Loan Combination without the written
consent of the Controlling Class Representative (unless a Consultation Termination Event exists), the related Outside Controlling
Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan (provided that such consent is not
required if the consenting party is the related Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer
has delivered (which delivery may be by electronic mail to the extent it would not be prohibited under the terms of the related
Co-Lender Agreement) to the Controlling Class Representative, the related Outside Controlling Note Holder and the holder of each
related non-controlling Serviced Pari Passu Companion Loan (at the expense of such Outside Controlling Note Holder and the holder
of each related non-controlling Serviced Pari Passu Companion Loan, to the extent permitted under the terms of the related Co-Lender
Agreement): (a) at least 15 Business Days’ prior written notice of any decision to attempt to sell such Serviced Pari Passu
Loan Combination; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material
amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least 10 days
prior to the proposed sale date, a copy of the most recent appraisal for the subject Serviced Pari Passu Loan Combination, and
any documents in the Servicing File reasonably requested by the Controlling Class Representative, the related Outside Controlling
Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan that are material to the price of
the subject Serviced Pari Passu Loan Combination; and (d) until the sale is completed, and a reasonable period of time (but no
less time than is afforded to other offerors and the Controlling Class Representative) prior to the proposed sale date, all information
and other documents being provided to other offerors and all leases or other documents that are


 



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approved by the Master Servicer
or the Special Servicer in connection with the proposed sale; provided, that the Controlling Class Representative, the
related Outside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan may
each waive as to itself any of the delivery or timing requirements set forth in this sentence. The Controlling Class Representative,
the related Outside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan
shall be permitted to submit an offer to purchase, and any such party is permitted to be the purchaser at any sale of, the subject
Serviced Pari Passu Loan Combination unless such Person is the related Mortgagor or an agent or Affiliate of the related Mortgagor.


 


With
respect to each Serviced AB Loan Combination, if such Serviced AB Loan Combination becomes a Defaulted Serviced Loan Combination,
and if the Special Servicer determines to sell the related Serviced Mortgage Loan in accordance with this Section 3.17, then the
Special Servicer shall be permitted (but may not be required) to sell the related Serviced Subordinate Companion Loan(s) together
with such Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan(s) as one whole loan in accordance with this
Agreement and the related Co-Lender Agreement, provided that the Special Servicer has received prior written consent from the
holder of such Serviced Subordinate Companion Loan.


 


(s)       With
respect to any Outside Serviced Mortgage Loan upon becoming a “Defaulted Mortgage Loan” (as such term or any analogous
term is defined pursuant to the terms of the applicable Outside Servicing Agreement), and with respect to any REO Property related
to an Outside Serviced Mortgage Loan, the liquidation of such Outside Serviced Mortgage Loan or such REO Property shall be administered
by the related Outside Special Servicer in accordance with the applicable Outside Servicing Agreement and the related Co-Lender
Agreement. Any such sale of an Outside Serviced Mortgage Loan or any related REO Property pursuant to the applicable Outside Servicing
Agreement and/or the related Co-Lender Agreement shall be final and without recourse to the Trustee or the Trust, and none of
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall have any liability to any Certificateholder
with respect to the purchase price for such Outside Serviced Mortgage Loan or such REO Property accepted on behalf of the Trust.
Any proceeds of such a sale received by the Trust Fund shall be promptly deposited in the Collection Account.


 


Section
3.18     Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports
to the Serviced Companion Loan Holder.


 


(a)       The
Master Servicer (or, with respect to Specially Serviced Loans and REO Properties, the Special Servicer) shall inspect or cause
to be inspected each Mortgaged Property that secures a Serviced Loan at such times and in such manner as are consistent with the
Servicing Standard, but in any event at least once every calendar year with respect to such Mortgaged Property relating to Serviced
Mortgage Loans with an outstanding principal balance of $2,000,000 or more and at least once every other calendar year with respect
to such Mortgaged Property relating to Serviced Mortgage Loans with an outstanding principal balance of less than $2,000,000,
in each case commencing in 2020; provided that the Master Servicer is not required to inspect any Mortgaged Property that
has been inspected by the


 



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Special Servicer during the preceding 12 months. If any Serviced Mortgage Loan or Serviced Loan Combination
becomes a Specially Serviced Loan, the related Mortgaged Property shall be inspected by the Special Servicer as soon as practicable
and thereafter at least every calendar year for so long as such condition exists. The cost of any annual inspection, or bi-annual
inspection, as the case may be, shall be borne by the Master Servicer unless the related Serviced Mortgage Loan or Serviced Loan
Combination is a Specially Serviced Loan. The Master Servicer shall reimburse the Special Servicer for the cost of any inspection
of a Specially Serviced Loan as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of
the Collection Account if such Property Advance would be a Nonrecoverable Advance) and any out-of-pocket costs incurred with respect
to such inspection shall be borne by the Trust Fund. The Special Servicer or the Master Servicer, as applicable, shall prepare
or cause to be prepared a written report of each such inspection performed by it pursuant to this Section 3.18(a), and
shall, as soon as reasonably practicable following completion, deliver or make available a copy (in electronic format) of each
such report to the Certificate Administrator (who shall post such report to the Certificate Administrator’s Website for
review by Privileged Persons in accordance with Section 4.02(a)).


 


(b)       The
Master Servicer shall, as to each Mortgage Loan (excluding an Outside Serviced Mortgage Loan) which is secured by the interest
of the related Mortgagor under a Ground Lease, even if the corresponding fee interest is encumbered, promptly (and in any event
within 60 days following the later of the Closing Date or its receipt of a copy of the Ground Lease) notify the related ground
lessor of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any
notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The Master Servicer shall
forward to the Special Servicer any written notice of default under a ground lease.


 


(c)       The
Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to each Serviced Companion
Loan Holder a written report, prepared in the manner set forth in Section 4.02, of each inspection performed by it with
respect to the related Mortgaged Property and Serviced Companion Loan related thereto.


 


(d)       The
Master Servicer is hereby authorized to exercise any rights granted under the applicable Outside Servicing Agreement in favor
of the Trust (or a party on its behalf) as the holder of each Outside Serviced Mortgage Loan to obtain information from the related
Outside Servicer (or other similar parties with an obligation to make advances) in connection with making nonrecoverability determinations.
The Master Servicer shall promptly deliver to any related Outside Servicer, upon request, such information in the Master Servicer’s
possession as the related Outside Servicer reasonably requests in order to determine whether an advance similar to a P&I Advance
would be “nonrecoverable.”


 


(e)       If
required under the related Co-Lender Agreement, the Master Servicer shall promptly deliver to each Serviced Companion Loan Holder
or provide electronically: (i) copies of operating statements and rent rolls; (ii) annual CREFC® NOI Adjustment
Worksheets (with annual operating statements as exhibits); and (iii) annual CREFC® Operating Statement Analysis
Reports, in each case prepared, received or obtained by it pursuant to this Agreement with respect to the Mortgaged Properties
securing the related Serviced Companion Loan.


 






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Section
3.19     Lock-Box Accounts, Escrow Accounts.


 


Except
with respect to the Outside Serviced Mortgage Loans, the Master Servicer shall administer each Lock-Box Account and Escrow Account
in accordance with the related Mortgage or Loan Agreement or Lock-Box Agreement, if any, and administer any letters of credit
pursuant to the related letter of credit agreement and the Loan Documents.


 


Notwithstanding
the foregoing, to the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee
under the related Loan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or
Serviced Loan Combination), neither the Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage
Loan (or Serviced Loan Combination) until after the occurrence of an event of default under the Mortgage Loan that may result
in the Mortgage Loan (or Serviced Loan Combination) being accelerated or becoming a Specially Serviced Loan.


 


Section
3.20     Property Advances.


 


(a)       Except
with respect to an Outside Serviced Mortgage Loan, the Master Servicer (or, to the extent provided in Section 3.20(b) of
this Agreement, the Trustee) shall make any Property Advances as and to the extent incidental to the performance of its duties
under this Agreement or otherwise required pursuant to the terms hereof; provided that no Property Advances shall be made
with regard to a Subordinate Companion Loan if the related Mortgage Loan is no longer held by the Trust. The Special Servicer
shall give the Master Servicer, the Trustee and any affected Serviced Companion Loan Holder not less than five (or, in the case
of Emergency Advances pursuant to Section 3.20(e) of this Agreement, two) Business Days’ written notice before the
date on which the Master Servicer is requested to make any Property Advance with respect to a given Specially Serviced Loan or
REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan). In addition, the Special Servicer shall
provide the Master Servicer, the Trustee and any affected Serviced Companion Loan Holder with such information in its possession
as the Master Servicer, the Trustee or such Serviced Companion Loan Holder, as applicable, may reasonably request to enable the
Master Servicer or the Trustee, as applicable, to determine whether a requested Property Advance would constitute a Nonrecoverable
Advance. Any such notice by the Special Servicer to the Master Servicer of a required Property Advance shall be deemed to be a
determination by the Special Servicer that such requested Property Advance is not a Nonrecoverable Advance, and the Master Servicer
shall be entitled to conclusively rely on such determination. In the absence of a determination by the Special Servicer that a
Property Advance is a Nonrecoverable Advance, all determinations of recoverability with respect to Property Advances to be made
(or contemplated to be made) by the Master Servicer or the Trustee will remain with the Master Servicer or the Trustee, as applicable.
On the fourth Business Day before each Distribution Date, the Special Servicer shall report to the Master Servicer the Special
Servicer’s determination as to whether any Property Advance previously made with respect to a Specially Serviced Loan is
a Nonrecoverable Advance promptly after making such determination. The Master Servicer and the Trustee shall be entitled to conclusively
rely on and shall be bound by such a determination and shall be bound by a determination by the Special Servicer that a Property
Advance previously made or contemplated to be made with respect to a Specially Serviced Loan is or would be a


 



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Nonrecoverable Advance. Although
the Special Servicer may determine whether a Property Advance is a Nonrecoverable Advance, the Special Servicer will have no right
to (i) make an affirmative determination that any Property Advance previously made or to be made (or contemplated to be made)
by the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse any determination that may have been made by
the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination that any Property
Advance constitutes or would constitute a Nonrecoverable Advance; provided that this sentence will not be construed to limit the
Special Servicer’s right to make a determination that a Property Advance to be made (or contemplated to be made) would be,
or a previously made Advance is, a Nonrecoverable Advance, as described in this Section 3.20. The Master Servicer and the
Special Servicer shall consider Unliquidated Advances in respect of prior Property Advances for the purposes of non-recoverability
determinations as if such amounts were unreimbursed Property Advances.


 


For
purposes of distributions to Certificateholders and Serviced Companion Loan Holders and compensation to the Master Servicer or
the Trustee, Property Advances shall not be considered to increase the principal balance of any Mortgage Loan or Serviced Loan
Combination, notwithstanding that the terms of such Mortgage Loan or Serviced Loan Combination so provide.


 


(b)       The
Master Servicer shall notify the Trustee, the Special Servicer and any related Serviced Companion Loan Holder in writing promptly
upon, and in any event within one (1) Business Day after, becoming aware that it will be unable to make any Property Advance required
to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such Property
Advance, the Person to whom it will be paid, and the circumstances and purpose of such Property Advance, and shall set forth therein
information and instructions for the payment of such Property Advance, and, on the date specified in such notice for the payment
of such Property Advance, or, if the date for payment has passed or if no such date is specified, then within five (5) Business
Days following such notice, the Trustee, subject to the provisions of Section 3.20(c) of this Agreement, shall pay the
amount of such Property Advance in accordance with such information and instructions. Any notice to the Trustee pursuant to this
Section shall be deemed to be given to a Responsible Officer of the Trustee if made in accordance with Section 12.04 of
this Agreement.


 


(c)       None
of the Master Servicer, the Special Servicer or the Trustee shall be obligated to make a Property Advance as to any Mortgage Loan
or Serviced Loan Combination or REO Property if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines
that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder to make Property
Advances that it has made a Nonrecoverable Advance or that any proposed Property Advance, if made, would constitute a Nonrecoverable
Advance or a determination by the Special Servicer that a Property Advance previously made or proposed to be made is or would,
if made, constitute a Nonrecoverable Advance, shall be made by such Person (i) in the case of the Master Servicer or the Special
Servicer, in accordance with the Servicing Standard and (ii) in the case of the Trustee, in accordance with its good faith business
judgment and shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance
Date to (1) the affected Serviced Companion Loan Holders or their Companion Loan Holder representatives (and the related master
servicer and special servicer under any related Other


 



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Pooling and Servicing Agreement, if applicable), in the case of any Serviced
Loan Combination, (2) the Trustee (unless it is the Person making the determination), (3) the Controlling Class Representative
(prior to the occurrence and continuance of a Control Termination Event), (4) in the case of a Property Advance with respect to
any Serviced Outside Controlled Loan Combination, the related Outside Controlling Note Holder, (5) the Master Servicer (unless
it is the Person making the determination), (6) the Special Servicer (unless it is the Person making the determination), and (7)
the Depositor (if the Trustee is making the determination), setting forth the basis for such determination, together with any
other information that supports such determination together with a copy of any Appraisal of the related Mortgaged Property or
REO Property, as the case may be (which Appraisal shall be an expense of the Trust Fund, shall take into account any material
change in circumstances of which such Person is aware or such Person has received new information, either of which has a material
effect on the value and shall have been conducted in accordance with the standards of the Appraisal Institute within the twelve
months preceding such determination of nonrecoverability), and further accompanied by related Mortgagor operating statements and
financial statements, budgets and rent rolls of the related Mortgaged Property (to the extent available and/or in such Person’s
possession) and any engineers’ reports, environmental surveys or similar reports that such Person may have obtained and
that support such determination. In connection with a determination by the Special Servicer, the Master Servicer or the Trustee
as to whether a Property Advance previously made or to be made constitutes or would constitute a Nonrecoverable Advance:


 


(A)       any
such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the related
Mortgage Loan or Serviced Loan Combination as it may have been modified, to consider (among other things) the related Mortgaged
Properties in their “as is” or then current conditions and occupancies, as modified by such party’s assumptions
regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider
(among other things) future expenses and to estimate and consider (among other things) the timing of recoveries;


 


(B)       any
such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that an Advance is a Nonrecoverable Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals or market
value estimates or other information as reasonably may be required for such purposes;


 


(C)        the
Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed Property
Advance, if made, would be a Nonrecoverable Advance or that any outstanding Property Advance is a Nonrecoverable Advance and may
deliver to the Master Servicer, the Trustee, the Controlling Class Representative (prior to the occurrence and continuance of
a Consultation Termination Event) and, in the case of a Property Advance with respect to a Serviced Outside Controlled Loan Combination,
the related Outside Controlling Note Holder notice of such determination, which determination shall be conclusive and binding
on the Master Servicer and the


 



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Trustee (but this statement shall not be construed to entitle the Special Servicer to reverse any
other authorized Person’s determination, or to prohibit any such other authorized Person from making a determination, that
a Property Advance constitutes or would constitute a Nonrecoverable Advance);


 


(D)       the
Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a Property
Advance is or, if made, would be a Nonrecoverable Advance, and the Master Servicer shall be entitled to rely, conclusively, on
any determination by the Special Servicer that a Property Advance is or, if made, would be a Nonrecoverable Advance;


 


(E)        any
non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 3.20 with respect
to the non-recoverability of Property Advances shall be conclusive and binding on the Master Servicer (in the case of such a determination
by the Special Servicer) and the Trustee; and


 


(F)        notwithstanding
the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special Servicer that any
Property Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer in accordance
with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely upon any determination
by the Special Servicer that any Property Advance would be recoverable.


 


(d)       The
Master Servicer, the Special Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Property Advances
made by any of them to the extent permitted pursuant to Section 3.06(a)(ii) or Section 3.06A(a)(ii) of this Agreement,
together with any related Advance Interest Amount in respect of such Property Advances, and the Master Servicer and the Special
Servicer, as applicable, hereby covenant and agree to use efforts consistent with the Servicing Standard to obtain the reimbursement
of such Property Advances from the related Mortgagors to the extent permitted by applicable law and the related Loan Documents.


 


(e)       Notwithstanding
anything to the contrary contained in this Agreement, if a Property Advance is required to be made under this Agreement with respect
to any Specially Serviced Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), the
Special Servicer shall request that the Master Servicer make such Property Advance, such request to be made, in writing, at least
five (5) Business Days (or, in the case of an Emergency Advance, two (2) Business Days, provided that the written request
sets forth the nature of the emergency or the basis of the urgency) in advance of the date on which such Property Advance is required
to be made hereunder and to be accompanied by such information and documentation regarding the subject Property Advance as the
Master Servicer may reasonably request, subject to the Master Servicer’s right to determine that such Property Advance does
not constitute or would not constitute a Nonrecoverable Advance. The Master Servicer shall have the obligation to make any such
Property Advance that it is so


 



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requested by the Special Servicer to make, within five (5) Business Days (or, in the case of an
Emergency Advance, two (2) Business Days) of the Master Servicer’s receipt of such request. The Special Servicer shall have
no obligation to make any Property Advance; provided that the Special Servicer may in its sole discretion elect to make
an Emergency Advance, and the Master Servicer shall reimburse the Special Servicer for such Property Advance (with interest thereon),
provided that such Advance is not determined by the Master Servicer, in accordance with the Servicing Standard, to be nonrecoverable.
The Master Servicer shall be entitled to reimbursement for any Advance made by it at the direction of the Special Servicer, together
with interest thereon at the same time, in the same manner and to the same extent as the Master Servicer is entitled with respect
to any other Advances made thereby.


 


(f)        Within
five (5) Business Days of making an Emergency Advance pursuant to the proviso to the penultimate sentence of Section 3.20(e),
the Special Servicer shall deliver to the Master Servicer a request for reimbursement for such Emergency Advance, along with all
information and documentation regarding the subject Emergency 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 such unreimbursed
Emergency Advances (other than any Emergency Advance determined by the Master Servicer, in accordance with Section 3.20(c)
of this Agreement, to be a Nonrecoverable Property Advance) made by the Special Servicer pursuant to the proviso to the penultimate
sentence of Section 3.20(e), together with interest thereon at the Advance 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 Emergency Advance and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.20(f),
the Master Servicer shall for all purposes of this Agreement be deemed to have made such Emergency Advance at the same time as
the Special Servicer actually made such Emergency Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed
for such Emergency Advance, together with interest thereon at the Advance 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 Emergency Advance at the time
the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.20(f), the Master Servicer shall not
be required to reimburse the Special Servicer for any Emergency Advance if the Master Servicer determines in accordance with Section
3.20(c) of this Agreement that such Emergency Advance, although not characterized by the Special Servicer as a Nonrecoverable
Property Advance, is in fact a Nonrecoverable Property Advance. The Master Servicer shall notify the Special Servicer in writing
of such determination and, if applicable, such Nonrecoverable Property Advance shall be reimbursed to the Special Servicer pursuant
to Section 3.06(a) of this Agreement.


 


Section
3.21     Appointment of Special Servicer; Asset Status Reports.


 


(a)       LNR
Partners, LLC is hereby appointed as the initial Special Servicer to specially service each of the Mortgage Loans (other than
the Outside Serviced Mortgage Loans) and each Serviced Loan Combination.


 






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(b)       The
Special Servicer, at the earlier of (x) within 60 days after a Servicing Transfer Event occurs and (y) prior to taking action
with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) with respect
to a Specially Serviced Loan, shall prepare a report (the “Asset Status Report”) for the related Mortgage Loan
or Serviced Loan Combination. Each Asset Status Report will be delivered in electronic format to the Operating Advisor (subject
to Section 3.21(e) of this Agreement), the related Directing Holder (but, if the Controlling Class Representative is the
related Directing Holder, only prior to the occurrence and continuance of a Consultation Termination Event and only if the related
Specially Serviced Loan is not an Excluded Mortgage Loan), each Risk Retention Consultation Party (other than with respect to
any related Excluded RRCP Mortgage Loan), the related Serviced Companion Loan Holder (in the case of a Serviced Loan Combination)
and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the
Rule 17g-5 Information Provider; provided, however, the Special Servicer shall not be required to deliver an Asset
Status Report to the related Directing Holder if they are the same entity. 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
via email and 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.
The Special Servicer shall deliver a summary of each Final Asset Status Report to the Certificate Administrator. Such Asset Status
Report shall be consistent with the Servicing Standard and set forth the following information to the extent reasonably determinable:


 


(i)            summary
of the status of the related Mortgage Loan or Serviced Loan Combination and any negotiations with the Mortgagors;


 


(ii)           if
a Servicing Transfer Event has occurred and is continuing:


 


(A)       a
discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with
the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties
or other collateral for the Mortgage Loan or Serviced Loan Combination and whether outside legal counsel has been retained;


 


(B)       the
most current rent roll and income or operating statement available for the related Mortgaged Properties;


 


(C)       the
Special Servicer’s recommendations on how the related Mortgage Loan might be returned to performing status or otherwise
realized upon;


 


(D)       a
copy of the last obtained Appraisal of the Mortgaged Property;


 


(E)        the
status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto


 



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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 Loan Combination;


 


(F)        a
description of any amendment, modification or waiver of a material term of any ground lease; and


 


(G)        if
the Special Servicer elects to proceed with a non-judicial foreclosure, then a statement as to (i) whether there was a violation
of a non-recourse carve-out under the related Mortgage Loan or Serviced Loan Combination and (ii) any determination not to pursue
a deficiency judgment against the related Mortgagor or guarantor;


 


(iii)          a
description of any such proposed or taken actions;


 


(iv)          the
alternative courses of action that were or are being considered by the Special Servicer in connection with the proposed or taken
actions;


 


(v)           the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(vi)          an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net
present value calculation (including the applicable Calculation Rate used) and all related assumptions; and


 


(vii)         such
other information as the Special Servicer deems relevant in light of the proposed or taken action and the Servicing Standard.


 


If
any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the
Controlling Class Representative (if any other Serviced Loan(s), except for Excluded Mortgage Loans, are involved and a
Control Termination Event does not exist), as applicable, does not disapprove an Asset Status Report in writing within 10
Business Days of receiving such Asset Status Report, then the related Directing Holder shall be deemed to have approved such
Asset Status Report and the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however,
that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of
the applicable Loan Documents. If the related Directing Holder disapproves such Asset Status Report within 10 Business Days
of receipt (and, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event does
not exist and such Asset Status Report does not relate to an Excluded Mortgage Loan) and the Special Servicer has not made
the affirmative determination contemplated below, the Special Servicer will revise such Asset Status Report and deliver to
the Operating Advisor (subject to Section 3.21(e) of this Agreement), the related Directing Holder (but, if the
Controlling Class Representative is the related Directing Holder, only prior to the occurrence and continuance of a
Consultation Termination Event and only if such Asset Status Report does not relate to an Excluded Mortgage Loan), each Risk


 



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Retention Consultation Party (if such Asset Status Report does not relate to any related Excluded RRCP Mortgage Loan), any
related Serviced Companion Loan Holder(s) (in the case of a Serviced Loan Combination) and, for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider
a new Asset Status Report as soon as practicable, but in no event later than 30 days after such disapproval. The Special
Servicer shall revise such Asset Status Report as described above until the related Directing Holder (but, if the Controlling
Class Representative is the related Directing Holder, only if a Control Termination Event does not exist and only if an
Excluded Mortgage Loan is not involved) shall fail to disapprove such revised Asset Status Report in writing within 10
Business Days of receiving such revised Asset Status Report or until the Special Servicer makes a determination, consistent
with the Servicing Standard, that such objection is not in the best interests of all the Certificateholders and, if
applicable, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders,
and/or Serviced Companion Loan Holder(s), if applicable, constitute a single lender (and, in the case of a Serviced AB Loan
Combination, taking into account the subordinate nature of the related Subordinate Companion Loan(s))). The Special Servicer
may, from time to time, modify any Asset Status Report it has previously delivered and implement such report, provided
such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section. If the related
Directing Holder does not approve an Asset Status Report within 60 Business Days from the first submission thereof, the
Special Servicer shall take such action as directed by the related Directing Holder (but, if the Controlling Class
Representative is the related Directing Holder, only if a Control Termination Event does not exist and only if an Excluded
Mortgage Loan is not involved), provided such action does not violate the Servicing Standard (or, if such action would
violate the Servicing Standard, the Special Servicer shall take such action as was reflected in the most recent Asset Status
Report prepared by the Special Servicer with respect to the subject Serviced Loan that is consistent with the Servicing
Standard and such Asset Status Report will be deemed a Final Asset Status Report). Notwithstanding the foregoing, if the
Special Servicer determines that emergency action is necessary to protect the related Mortgaged Property or the interests of
the Certificateholders and any related Serviced Companion Loan Holder(s), or if a failure to take any such action at such
time would be inconsistent with the Servicing Standard, the Special Servicer may take actions with respect to the related
Mortgaged Property before the expiration of a 10 Business Day period if the Special Servicer reasonably determines in
accordance with the Servicing Standard that failure to take such actions before the expiration of a 10 Business Day period
would materially and adversely affect the interest of the Certificateholders and any related Serviced Companion Loan
Holder(s) (if applicable) and the Special Servicer has made a reasonable effort to contact the related Directing Holder
(during the period that such Directing Holder has approval rights); provided that the foregoing shall not relieve the
Special Servicer of its duties to comply with the Servicing Standard. If the Special Servicer acts or intends to act in
accordance with either of the prior two sentences, then the Special Servicer shall act in accordance with the most recent
Asset Status Report provided by the Special Servicer with respect to the subject Serviced Loan that is consistent with the
Servicing Standard and such Asset Status Report shall be deemed a Final Asset Status Report. To the extent that the Special
Servicer received notice of an Excluded Controlling Class Mortgage Loan (in the form of Exhibit M-1C or M-1F),
any Asset Status Report or Excluded Information delivered with respect to an Excluded Controlling Class Mortgage Loan shall
be labeled by the Special Servicer with “Excluded Information” followed by the loan number and loan
name.


 






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After
the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall consult on a non-binding
basis with the Operating Advisor in connection with each Asset Status Report prior to finalizing and executing such Asset Status
Report and the Operating Advisor shall propose, by written notice, alternative courses of action within 10 Business Days of receipt
of each Asset Status Report to the extent the Operating Advisor determines such alternatives to be in the best interest of the
Certificateholders (including any Certificateholders that were previously included in the Control Eligible Classes), as a collective
whole as if such Certificateholders constituted a single lender. In addition, after the occurrence and during the continuance
of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer
shall also consult on a non-binding basis with the Controlling Class Representative in connection with each related Asset Status
Report (other than any Asset Status Report with respect to an Excluded Mortgage Loan) prior to finalizing and executing such Asset
Status Report and the Controlling Class Representative shall be permitted to propose alternative courses of action within 10 Business
Days of receipt of each Asset Status Report (other than any Asset Status Report with respect to an Excluded Mortgage Loan). Furthermore,
with respect to a Serviced Loan Combination, at all times if and to the extent so provided in the related Co-Lender Agreement,
any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) shall be entitled to consult
on a non-binding basis with the Special Servicer and propose alternative courses of action in respect of any Asset Status Report
within 10 Business Days of receiving such Asset Status Report; provided that, in the case of a Serviced Outside Controlled
Loan Combination, a related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) may be the
related Outside Controlling Note Holder. The Special Servicer shall consider any such proposals from (a) the Operating Advisor
(during the continuance of a Control Termination Event), (b) the Controlling Class Representative (during the continuance of a
Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event and only with respect
to any Serviced Loan that is not an Excluded Mortgage Loan) or (c) with respect to any Serviced Companion Loan, any related Serviced
Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) (if and when provided in the related Co-Lender
Agreement), as applicable, and determine whether any changes to its proposed Asset Status Report should be made, such determination
being made in accordance with the Servicing Standard and the other terms of this Agreement, but the Special Servicer will be under
no obligation to revise such Asset Status Report based on the input or comments of the Operating Advisor or (during the continuance
of a Control Termination Event) the Controlling Class Representative or, with respect to any Serviced Companion Loan and subject
to the related Co-Lender Agreement, any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative).
In the event that the Operating Advisor, the Controlling Class Representative, the related Serviced Companion Loan Holder (or
its Companion Loan Holder Representative), or the related Outside Controlling Note Holder, as applicable, does not propose alternative
courses of action within 10 Business Days after receipt of such Asset Status Report, the Special Servicer shall implement the
Asset Status Report as proposed by the Special Servicer.


 


After
the occurrence and during the continuance of a Control Termination Event, the Controlling Class Representative shall have no right
to consent or object to any Asset Status Report under this Section 3.21(b). After the occurrence and during the continuance
of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the Controlling Class Representative,
and after the occurrence and during the continuance of a Control


 



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Termination
Event, the Operating Advisor, will be entitled to consult on a non-binding basis with the Special Servicer and propose alternative
courses of action and provide other feedback in respect of any Asset Status Report. 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 after the occurrence and during the continuance of a Control Termination Event
or the Controlling Class Representative after the occurrence and during the continuance of a Control Termination Event but prior
to the occurrence of a Consultation Termination Event, but is under no obligation to follow any particular recommendation of the
Operating Advisor or Controlling Class Representative. From and after the Closing Date, the Controlling Class Representative shall
have no right to receive any Asset Status Report related to an Excluded Mortgage Loan or otherwise to consent or object thereto
under this Section 3.21(b) or consult with the Special Servicer with respect to any matter set forth therein. Notwithstanding
anything herein to the contrary, a Risk Retention Consultation Party shall have no right to receive any Asset Status Report with
respect to any related Excluded RRCP Mortgage Loan.


 


With
respect to a Servicing Shift Loan Combination that is a Serviced Outside Controlled Loan Combination, prior to the related Servicing
Shift Date, no request for approval of the Controlling Class Representative shall be made on any matter related to such Servicing
Shift Loan Combination, nor shall the Controlling Class Representative have the right to approve Asset Status Reports related
to such Servicing Shift Loan Combination, except that the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event and only if the related Servicing Shift Mortgage Loan is not an Excluded Mortgage Loan) may
exercise the consultation rights, if any, of the holder of the related Servicing Shift Mortgage Loan with respect to Asset Status
Reports, Major Decisions and any proposed sale of such Servicing Shift Mortgage Loan set forth in the applicable Co-Lender Agreement.
With respect to a Servicing Shift Loan Combination that is a Serviced Outside Controlled Loan Combination and any related REO
Property, prior to the related Servicing Shift Date, the Outside Controlling Note Holder with respect to such Servicing Shift
Loan Combination shall exercise all approval rights regarding any Asset Status Report in respect of such Servicing Shift Loan
Combination or REO Property set forth in the second paragraph of this Section 3.21(b) without regard to the occurrence
of any Control Termination Event or Consultation Termination Event. Notwithstanding the foregoing, after the occurrence and during
the continuance of a Control Termination Event, the Operating Advisor will be entitled to consult on a non-binding basis with
the Special Servicer and propose alternative courses of action and provide other feedback in respect of any Asset Status Report,
Major Decisions and any proposed sale of such Servicing Shift Mortgage Loan while it is serviced hereunder. 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 after the occurrence and during the continuance of a Control
Termination Event or the Controlling Class Representative after the occurrence and during the continuance of a Control Termination
Event but prior to the occurrence of a Consultation Termination Event, but is under no obligation to follow any particular recommendation
of the Operating Advisor or Controlling Class Representative.


 


(c)       Subject
to Section 3.21(b) of this Agreement, during the continuance of a Servicing Transfer Event, the Special Servicer shall
have the authority to meet with the


 



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related Mortgagors and take any actions consistent with the Servicing Standard and the most
recent Asset Status Report for the related Mortgage Loan.


 


(d)       Upon
request of any Certificateholder (or any Certificate Owner, if applicable, which shall have provided the Certificate Administrator
with an Investor Certification), the Certificate Administrator shall mail, without charge, to the address specified in such request
a copy of the summary of the Final Asset Status Report for each Specially Serviced Loan; provided that an Excluded Controlling
Class Holder shall not be provided with any Final Asset Status Report (or copy thereof) or the summary of any Final Asset Status
Report (or copy thereof) with respect to any Excluded Controlling Class Mortgage Loan with respect to which such Excluded Controlling
Class Holder is a Borrower Party.


 


(e)       Prior
to the occurrence and continuance of an Control Termination Event, the Special Servicer shall deliver to the Operating Advisor
only each related Final Asset Status Report.


 


(f)       With
respect to any Asset Status Report provided to the Operating Advisor pursuant to this Section 3.21, the Special Servicer
shall make available to the Operating Advisor one or more Servicing Officers with relevant knowledge regarding the applicable
Mortgage Loan and such Asset Status Report in order to address reasonable questions that the Operating Advisor may have relating
to, among other things, such Asset Status Report and potential conflicts of interest and compensation with respect to such Asset
Status Report.


 


(g)       Notwithstanding
the foregoing, the Special Servicer shall not follow any advice, direction or consultation provided by the Operating Advisor,
any Serviced Companion Loan Holder, any Companion Loan Holder Representative or the related Directing Holder that would require
or cause the Special Servicer to violate any applicable law, be inconsistent with the Servicing Standard, require or cause the
Special Servicer to violate provisions of this Agreement or the REMIC Provisions, require or cause the Special Servicer to violate
the terms of any Mortgage Loan or Serviced Loan Combination, any related Loan Documents, any related Co-Lender Agreement or any
intercreditor agreement, expose any Certificateholder, the Trust Fund, any Mortgage Loan Seller (other than with respect to enforcing
the rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage Loan Purchase Agreement
with respect to any Material Defect) or any party to this Agreement or their respective Affiliates, officers, directors, employees
or agents to any claim, suit or liability, cause either Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail
to qualify as a grantor trust for federal income tax purposes, result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions, materially expand the scope of any Special Servicer’s
responsibilities under this Agreement or any Co-Lender Agreement, or cause the Special Servicer to act, or fail to act, in a manner
that in the reasonable judgment of the Special Servicer is not in the best interests of the Certificateholders and/or the Serviced
Companion Loan Holders. In addition, the Special Servicer is under no obligation to act upon any recommendation of the Operating
Advisor.


 






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Section
3.22     Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping.


 


(a)       Upon
determining that any Serviced Loan has become a Specially Serviced Loan, the Master Servicer shall promptly give written notice
thereof to the Special Servicer, any related Serviced Companion Loan Holder (in the case of a Serviced Loan Combination), the
Operating Advisor, the Certificate Administrator, the Trustee, the related Directing Holder (prior to the occurrence and continuance
of a Consultation Termination Event with respect to the related Mortgage Loan) and, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider and shall promptly
deliver a copy of the Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File to the Operating
Advisor and shall use its reasonable efforts to provide the Special Servicer with all information, documents (but excluding the
original documents constituting the Mortgage File, but including copies thereof) and records (including records stored electronically
on computer tapes, magnetic discs and the like) relating to such Serviced Loan and reasonably requested by the Special Servicer
to enable it to assume its duties hereunder with respect thereto without acting through a Sub-Servicer. The Master Servicer shall
use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date such Serviced Loan
became a Specially Serviced Loan and in any event shall continue to act as Master Servicer and administrator of such Serviced
Loan until the Special Servicer has commenced the servicing of such Serviced Loan, which shall occur upon the receipt by the Special
Servicer of the Servicing File. With respect to each such Serviced Loan that becomes a Specially Serviced Loan, the Master Servicer
shall instruct the related Mortgagor to continue to remit all payments in respect of such Serviced Loan to the Master Servicer.
The Master Servicer shall forward any notices it would otherwise send to the Mortgagor of such a Specially Serviced Loan to the
Special Servicer who shall send such notice to the related Mortgagor.


 


Upon
determining that a Specially Serviced Loan has become a Corrected Loan, the Special Servicer shall promptly give written notice
thereof to the Master Servicer, the Trustee, the Operating Advisor, the Certificate Administrator, any related Serviced Companion
Loan Holder, the related Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event with respect
to the related Mortgage Loan) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider and, upon giving such notice and the return of the Servicing File to
the Master Servicer, such Serviced Loan shall cease to be a Specially Serviced Loan in accordance with the first proviso of the
definition of Specially Serviced Loans, the Special Servicer’s obligation to service such Serviced Loan shall terminate
and the obligations of the Master Servicer to service and administer such Serviced Loan as a Serviced Loan that is not a Specially
Serviced Loan shall resume. In addition, if the related Mortgagor has been instructed, pursuant to the preceding paragraph, to
make payments to the Special Servicer, upon such determination, the Special Servicer shall instruct the related Mortgagor to remit
all payments in respect of such Specially Serviced Loan directly to the Master Servicer.


 


(b)       In
servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within
the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are in
the


 



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possession of the Special Servicer) and copies of any additional related Serviced Loan information, including correspondence
with the related Mortgagor, and the Special Servicer shall promptly provide copies of all of the foregoing to the Master Servicer
as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.


 


(c)       Notwithstanding
the provisions of subsections (a) and (b) of this Section 3.22, the Master Servicer shall maintain ongoing payment records
with respect to each of the Specially Serviced Loans and, upon request, shall provide the Special Servicer and the Operating Advisor
with any information reasonably required by the Special Servicer or the Operating Advisor to perform its duties under this Agreement
to the extent such information is within the Master Servicer’s possession. Upon request, the Special Servicer shall provide
the Master Servicer and the Operating Advisor with any information reasonably required by the Master Servicer or the Operating
Advisor to perform its duties under this Agreement to the extent such information is within the Special Servicer’s possession.


 


Section
3.23     Interest Reserve Account. The Certificate Administrator shall establish and maintain the Interest Reserve Account in
the Certificate Administrator’s name, on behalf of the Trustee, for the benefit of the Certificateholders. The Interest
Reserve Account shall be established and maintained as a non-interest bearing Eligible Account. On each Master Servicer Remittance
Date occurring in January (except during a leap year) or February (commencing in 2020) (unless, in either such case, the related
Distribution Date is the final Distribution Date), the Master Servicer shall remit to the Certificate Administrator for deposit
into the Interest Reserve Account, in respect of all the Mortgage Loans that accrue interest on the basis of a 360-day year and
the actual number of days in the related month, an amount equal to one day’s interest at the related Net Mortgage Rate on
the Stated Principal Balance of each such Mortgage Loan as of the close of business on the Distribution Date in the month preceding
the month in which such Master Servicer Remittance Date occurs, to the extent a Monthly Payment or P&I Advance is made in
respect thereof (all amounts so deposited in any consecutive January (if applicable) and February, “Withheld Amounts”).
On or prior to the Master Servicer Remittance Date in March (or February if the final Distribution Date occurs in such month)
of each calendar year (commencing in 2020), the Certificate Administrator shall transfer to the Lower-Tier REMIC Distribution
Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account.


 


Section
3.24     Modifications, Waivers, Amendments and Other Actions.


 


(a)       (i) With respect to any Performing Serviced Loan, the Master Servicer (if the
related modification, waiver or amendment (A) does not constitute a Special Servicer Decision or Major Decision or (B)
constitutes a Special Servicer Decision or Major Decision and the Master Servicer is processing such modification, waiver or
amendment subject to the consent of the Special Servicer as provided in the immediately succeeding paragraph), or (ii) with
respect to any Specially Serviced Loan or (if the related modification, waiver or amendment constitutes a Special Servicer
Decision or Major Decision unless the Master Servicer is processing such modification, waiver or amendment as provided in the
immediately succeeding paragraph) any Performing Serviced Loan, the Special Servicer, subject, in the case of Major
Decisions, to any applicable consultation rights of the Operating Advisor (to the extent the Operating Advisor has
consultation rights pursuant to Section 3.29, Section 6.09 or


 



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this Section 3.24), any applicable
consent and/or consultation rights of the related Directing Holder, any applicable consultation rights of the Risk Retention
Consultation Parties (to the extent the Risk Retention Consultation Parties have consultation rights pursuant to Section
6.09) and, to the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights
of any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), may modify, waive or amend any
term of any Serviced Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B)
would not constitute a “significant modification” of such Serviced Loan pursuant to Treasury Regulations Section
1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2)
result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on
“prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth
in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code Section
860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination
described in clause (B) of the immediately preceding sentence.


 


In
addition, with respect to Performing Serviced Loans, to the extent any modification, waiver, amendment or other action constitutes
(i) a Major Decision or (ii) a Special Servicer Decision, the Master Servicer (if (1) the Master Servicer and the Special Servicer
have mutually agreed that the Master Servicer shall process such modification, waiver, amendment or other action, (2) such modification,
waiver, amendment or other action constitutes a Major Decision described in subclause (i) or (ii) of clause (r) of the definition
of “Major Decision” or (3) such modification, waiver, amendment or other action constitutes a Special Servicer Decision
described in clause (b), clause (c) or subclause (i) or (ii) of clause (e) of the definition of “Special Servicer Decision”)
shall consult with the Risk Retention Consultation Parties (to the extent required pursuant to Section 6.09) and shall
obtain the consent of the Special Servicer, and, in each case, to the extent any modification, waiver, amendment or other action
constitutes a Major Decision, the Special Servicer shall obtain the consent of the related Outside Controlling Note Holder (if
a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s)
(exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, in accordance
with Section 6.09(a) of this Agreement and shall consult with the Risk Retention Consultation Parties (to the extent required
pursuant to Section 6.09) and the Operating Advisor (to the extent required pursuant to Section 3.29, Section
6.09 or this Section 3.24). With respect to any modification, waiver, amendment, consent or other action that constitutes
a Major Decision with regard to any Serviced Loan, the Special Servicer shall also obtain the consent of the related Outside Controlling
Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other
Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as
applicable, in accordance with Section 6.09(a) of this Agreement and shall consult with the Risk Retention Consultation
Parties (to the extent required pursuant to Section 6.09) and the Operating Advisor (to the extent required pursuant to
Section 3.29, Section 6.09 or this Section 3.24).


 






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The
Special Servicer shall process any modification, waiver, amendment or other action that constitutes a Major Decision or Special
Servicer Decision with respect to: (a) any Specially Serviced Loan; and (b) any Performing Serviced Loan unless the Special Servicer
and the Master Servicer have mutually agreed that the Master Servicer shall process such Major Decision or Special Servicer Decision
with respect to such Performing Serviced Loan (provided that, the Master Servicer shall, without the need for any such mutual
agreement, process (1) any Major Decision described in subclause (i) or (ii) of clause (r) of the definition of “Major Decision”
and (2) any Special Servicer Decision described in clause (b), clause (c) or subclause (i) or (ii) of clause (e) of the definition
of “Special Servicer Decision”) subject, in each case, to the consent of the Special Servicer as set forth below.


 


With
respect to Performing Serviced Loans, the Master Servicer, prior to taking (or making a determination not to take) any action
with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision or a Special Servicer
Decision, shall refer the request 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 process such request (provided that,
the Master Servicer shall, without the need for any such mutual agreement, process (1) any Major Decision described in subclause
(i) or (ii) of clause (r) of the definition of “Major Decision” and (2) any Special Servicer Decision described in
clause (b), clause (c) or subclause (i) or (ii) of clause (e) of the definition of “Special Servicer Decision”, in
each case with respect to any Performing Serviced Loan) subject to the consent of the Special Servicer as set forth below and,
with respect to any Major Decisions that the Master Servicer is processing, subject to the consultation rights of the Risk Retention
Consultation Parties (to the extent required pursuant to Section 6.09).


 


When
the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action
that is a Major Decision or a Special Servicer Decision with respect to a Performing Serviced Loan (i.e., when (1) the Master
Servicer and Special Servicer have mutually agreed that the Master Servicer shall process such modification, waiver or amendment
with respect to a Performing Serviced Loan, (2) the Master Servicer is processing any Major Decision described in subclause (i)
or (ii) of clause (r) of the definition of “Major Decision” with respect to any Performing Serviced Loan or (3) the
Master Servicer is processing any Special Servicer Decision described in clause (b), clause (c) or subclause (i) or (ii) of clause
(e) of the definition of “Special Servicer Decision” with respect to any Performing Serviced Loan, in each case, as
set forth in the preceding paragraphs), the Master Servicer shall, in a manner consistent with the Servicing Standard, provide
the Special Servicer with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied
by the Master Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s
possession or reasonably available to it that the Special Servicer or, with respect to a Major Decision, the related Directing
Holder may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled
(subject to, with respect to a Major Decision, in each case if applicable, the consultation rights of the Operating Advisor (to
the extent required pursuant to Section 3.29, Section 6.09 or this Section 3.24), the consent and/or consultation
rights of the related Directing Holder (to the extent required pursuant to Section 6.09 or this Section 3.24), the
consultation rights of the Risk Retention Consultation Parties (to the extent required pursuant to Section 6.09) and/or
the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) to approve
or disapprove


 



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such modification, waiver, amendment, consent or other action. The Special Servicer shall have 15 Business Days
(or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement, but in no
event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Serviced
Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default),
from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting
information it requested from the Master Servicer, to analyze and approve such modification, waiver, amendment, consent or other
action and, prior to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement
or 60-day period (with respect to an Acceptable Insurance Default), as applicable, the Special Servicer shall notify the related
Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative
(if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does
not exist), as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action
that constitutes a Major Decision and provide its written analysis and recommendation (or, in the case of any action that constitutes
a Major Decision, the Major Decision Reporting Package) with respect thereto. Following such notice, the related Outside Controlling
Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other
Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as
applicable, shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from
the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the Special Servicer
(or, in the case of any action that constitutes a Major Decision, the related Major Decision Reporting Package), as applicable,
and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period
as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer
relating to any such request for approval of modification, waiver, amendment, consent or other action that constitutes a Major
Decision. In any such event, if the related Directing Holder does not respond to a request for approval by 5:00 p.m. on the 10th
Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender
Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis (or, in the case of any action
that constitutes a Major Decision, the related Major Decision Reporting Package) and other requested information as set forth
in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by
the related Directing Holder, and if the Special Servicer does not respond to a request for approval within the required 15 Business
Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement, but
in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Serviced
Companion Loan Holder or its Companion Loan Holder Representative) or 60 days (with respect to an Acceptable Insurance Default),
as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer.


 


With
respect to any Performing Serviced Loan, the Master Servicer, without the consent or consultation of the Special Servicer, the
Operating Advisor and/or the Directing Holder, shall process and determine whether to consent to or approve any request by the
related Mortgagor with respect to any action that is not (1) a Major Decision, (2) a Special Servicer Decision or (3)


 



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an action
with respect to which the Special Servicer’s consent is required pursuant to Section 3.09 of this Agreement.


 


(b)       All
modifications, waivers or amendments of any Serviced Loan shall be in writing and shall be effected in a manner consistent with
the Servicing Standard. The Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing
the related modification, waiver or amendment pursuant to Section 3.24(a)), shall notify in writing the other such party,
the Trustee, the Certificate Administrator, the Depositor, any related Serviced Companion Loan Holder, any related Outside Controlling
Note Holder, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event
and other than with respect to any Excluded Mortgage Loan), each Risk Retention Consultation Party (other than with respect to
any related Excluded RRCP Mortgage Loan), the Operating Advisor (after the occurrence and during the continuance of a Control
Termination Event) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of
this Agreement, the Rule 17g-5 Information Provider, in writing, of any modification, waiver or amendment of any term of any Serviced
Loan and the date thereof, and shall deliver a copy to the Trustee, any related Serviced Companion Loan Holder (which, in the
case of a Serviced Companion Loan that has been included in an Other Securitization Trust, shall be deemed to be the related master
servicer under the related Other Pooling and Servicing Agreement, unless the notifying party has received written notice otherwise),
any related Outside Controlling Note Holder, the Controlling Class Representative (prior to the occurrence and continuance of
a Consultation Termination Event and other than with respect to any Excluded Mortgage Loan), each Risk Retention Consultation
Party (other than with respect to any related Excluded RRCP Mortgage Loan) and the Operating Advisor (after the occurrence and
during the continuance of a Control Termination Event) and an original to the Certificate Administrator (or any Custodian appointed
by it) of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following the execution
and recordation thereof. For the avoidance of doubt, the requirement with respect to the delivery of assumption or substitution
agreements shall be governed by Section 3.09.


 


(c)       Subject
to Section 3.30 of this Agreement, any modification of any Loan Documents that requires obtaining a Rating Agency Confirmation
pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a Rating
Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency
Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not
so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund.


 


(d)       Promptly
after any Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan, the Special Servicer shall request from
the Certificate Administrator the name of the current Controlling Class Representative and, if applicable, shall request from
the Master Servicer the name of the current related Serviced Companion Loan Holder. Upon receipt of the name of such current Controlling
Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative
that such Mortgage Loan became a Specially Serviced Loan. Upon


 



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receipt of the name of such current related Serviced Companion
Loan Holder from the Master Servicer, the Special Servicer shall notify the related Serviced Companion Loan Holder that the related
Serviced Loan Combination became a Specially Serviced Loan. The Certificate Administrator shall be responsible for providing the
name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself
as such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant
to the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall
determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator,
and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders
of the Controlling Class, and the Certificate Administrator shall provide such list to the Special Servicer and the Master Servicer
at the expense of the Trust Fund.


 


(e)       [Reserved]


 


(f)       The
Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification,
extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms
of the instruments evidencing or securing the related Mortgage Loan or Serviced Loan Combination and, further, pursuant to the
terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional
services performed in connection with such request and any related costs and expenses incurred by it; provided that the
charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


(g)       Notwithstanding
anything set forth in this Agreement, in no event shall the Special Servicer be permitted to:


 


(i)        extend
the Maturity Date of a Serviced Loan beyond a date that is 5 years prior to the Rated Final Distribution Date; or


 


(ii)       if
the Serviced Loan is secured by a ground lease, extend the Maturity Date of such Serviced Loan beyond a date which is 20 years
or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease,
10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by the
related Mortgagor.


 


(h)       In
connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage
or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or
condemnation, if the related Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or
require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value
ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the
remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Serviced Mortgage Loan,
then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern
value, if any. In connection with approving any such release or


 



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taking, the Master Servicer or Special Servicer, as applicable,
shall calculate the loan-to-value ratio in a manner consistent with the prior sentence, and if such calculation is greater than
125%, the Master Servicer or Special Servicer, as applicable, will require a payment of principal in an amount equal to or greater
than a “qualified amount” as determined under Revenue Procedure 2010-30 or successor provisions unless the related
Mortgagor provides an Opinion of Counsel that if such amount is not paid the related Mortgage Loan will not fail to be a Qualified
Mortgage.


 


(i)        If
and to the extent that the Trust, as holder of an Outside Serviced Mortgage Loan, is entitled to exercise any consent and/or consultation
rights with respect to modifications, waivers and amendments or certain other major decisions under the applicable Outside Servicing
Agreement, (a) any such consent rights shall be exercised by the Controlling Class Representative (unless a Control Termination
Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the Special Servicer (if a Control Termination
Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), in each case in accordance with Section
3.01(i), and (b) any such consultation rights shall be exercised by the Controlling Class Representative (unless a Consultation
Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the Special Servicer (if a
Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), in each case in accordance
with Section 3.01(i). The Master Servicer shall only be obligated to forward any requests received from the related Outside
Servicer or the related Outside Special Servicer, as applicable, for such consent and/or consultation to the Special Servicer
and to the Controlling Class Representative (except, in the case of the Controlling Class Representative, if a Control Termination
Event (in the case of consent rights) or Consultation Termination Event (in the case of consultation rights), as applicable, has
occurred and is continuing or if such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), and the Master Servicer shall
have no right or obligation to exercise any such consent or consultation rights.


 


Section
3.25     Additional Obligations With Respect to Certain Mortgage Loans.


 


(a)       With respect to each Mortgage Loan (other than an Outside Serviced Mortgage
Loan) with a Stated Principal Balance in excess of $35,000,000, in connection with any replacement of the Manager for the
related Mortgaged Property, the Master Servicer or Special Servicer, as applicable, to the extent permitted by the related
Loan Documents, shall require a Rating Agency Confirmation and shall condition its consent to such replacement on the
Mortgagor paying for such Rating Agency Confirmation.


 


(b)       With
respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan), if any mezzanine loan is directly or indirectly secured
by any equity interest of the related Mortgagor, the Master Servicer (if (i) the related Mortgage Loan is a Performing Serviced
Loan and (ii) the performance of the particular obligation would not constitute a Special Servicer Decision or a Major Decision)
or the Special Servicer (if (i) the related Mortgage Loan is a Specially Serviced Loan or (ii) the performance of the particular
obligation would constitute a Special Servicer Decision or a Major Decision) shall perform the obligations


 



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of the Trust, as holder
of the related Mortgage Loan, or its servicer or agent under the related mezzanine loan intercreditor agreement.


 





(c)       With respect to the Country Club Plaza Mortgage Loan,
the Master Servicer (if it is a Performing Serviced Loan) or the Special Servicer (if it is a Specially Serviced Loan) shall provide
the Special Servicer (if the Country Club Plaza Mortgage Loan is a Performing Serviced Loan) and the Controlling Class Representative
(if a Consultation Termination Event does not exist) with notice of the final disbursement of Unfunded Obligations Reserve Funds
(as defined in the related Loan Agreement) attributable to Octapharma and receipt of a final estoppel certificate from Octapharma
in relation to such disbursement.







 


Section
3.26      Certain Matters Relating to the Outside Serviced Mortgage Loans.


 


(a)       With
respect to each Outside Serviced Mortgage Loan, in the event that any of the related Outside Trustee, the related Outside Servicer
or the related Outside Special Servicer shall be replaced in accordance with the terms of the applicable Outside Servicing Agreement,
the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the related Outside Trustee,
the related Outside Servicer or the related Outside Special Servicer, as the case may be, in each case with reasonable promptness
following request therefor by a party to the applicable Outside Servicing Agreement. In addition to the foregoing, with respect
to each Servicing Shift Loan Combination, after the related Servicing Shift Date the related Mortgage Loan shall be an Outside
Serviced Mortgage Loan, and the rights, duties and obligations of the Trust and the parties to this Agreement shall be as set
forth herein with respect to Outside Serviced Mortgage Loans.


 


(b)       With
respect to each Servicing Shift Loan Combination, prior to the related Servicing Shift Date, the Custodian shall hold the Mortgage
File with respect to such Servicing Shift Loan Combination. Following the related Servicing Shift Date and upon the transfer of
servicing of the related Servicing Shift Mortgage Loan to the related Outside Servicing Agreement in accordance with the related
Co-Lender Agreement, (i) the Certificate Administrator shall transfer (or cause any Custodian appointed by it to transfer) the
Mortgage File (other than the Note(s) evidencing the related Servicing Shift Mortgage Loan and corresponding allonges, the originals
of which shall be retained by the Custodian) for such Servicing Shift Loan Combination to the related Outside Trustee (provided
that the Custodian shall retain a photocopy of the Mortgage File) in accordance with the provisions and conditions set forth in
clause (B) of the second paragraph of Section 2.01(c) and (ii) the Master Servicer shall, upon written request, if the
Master Servicer is not the related Outside Servicer, transfer the Servicing File, any original letter of credit and any escrows
or reserve funds held for such Servicing Shift Loan Combination to the related Outside Servicer.


 


Section
3.27     Additional Matters Regarding Advance Reimbursement.


 


(a)       Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account,
the Master Servicer, the Special Servicer or the Trustee, at its own option and in its sole discretion, as applicable, instead
of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.06(a)(ii)(B) of
this Agreement immediately, may elect to defer reimbursement for some or all 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 not
to exceed 12 months; provided that any deferral in excess of 6 months shall be subject to the consent of the Controlling
Class Representative (or, in the case of a Property Advance with respect to a Serviced Outside Controlled Loan Combination, the
related Outside Controlling Note Holder)


 



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(unless, if the Controlling Class Representative is the consenting party, a Control Termination
Event has occurred and is continuing, in which case the Controlling Class Representative must be consulted with unless a Consultation
Termination Event has occurred and is continuing). If the Master Servicer, the Special Servicer or the Trustee makes such an election
in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest
thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable
in the subsequent Collection Period (subject, again, to the same sole discretion option to defer; it is acknowledged that, in
such a subsequent period, such Nonrecoverable Advance shall again be reimbursable pursuant to Section 3.06(a)(ii)(B) of
this Agreement). In connection with a potential election by the Master Servicer, the Special Servicer or the Trustee to defer
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, the Special Servicer or the Trustee shall further be authorized
to wait for principal collections to be received before making its determination of whether to defer reimbursement of a particular
Nonrecoverable Advance or portion thereof) until the end of such Collection Period; provided, however, if, at any
time the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that the reimbursement of a Nonrecoverable
Advance during any Collection Period will exceed the full amount of the principal portion of general collections deposited in
the Collection Account for the related Distribution Date, then the Master Servicer, the Special Servicer or the Trustee, as applicable,
shall, through a posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,
give the Rating Agencies at least 15 days’ notice prior to any reimbursement to it of Nonrecoverable Advances from amounts
in the Collection Account allocable to interest on the Mortgage Loans unless (1) the Master Servicer, the Special Servicer or
the Trustee, as applicable, determines in its sole discretion that waiting 15 days after such a notice could jeopardize the Master
Servicer’s, the Special Servicer’s or the Trustee’s, as applicable, ability to recover such Nonrecoverable Advances,
(2) changed circumstances or new or different information becomes known to the Master Servicer, the Special Servicer or the Trustee,
as applicable, that could affect or cause a determination of whether any Advance is a Nonrecoverable Advance, whether to defer
reimbursement of a Nonrecoverable Advance or the determination in clause (1) above, or (3) the Master Servicer or the Special
Servicer, as applicable, has not timely received from the Trustee information requested by the Master Servicer or the Special
Servicer, as applicable, to consider in determining whether to defer reimbursement of a Nonrecoverable Advance; provided
that, if clause (1), (2) or (3) apply, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall, through
a posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, give Rating
Agencies notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable
to interest on the Mortgage Loans as soon as reasonably practicable in such circumstances. Subject to Section 12.13 of
this Agreement, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall have no liability for any loss,
liability or expense resulting from any notice provided to Rating Agencies contemplated by the immediately preceding sentence.
Any election by the Master Servicer, the Special Servicer or the Trustee to defer reimbursing itself for any Nonrecoverable Advance
(together with interest thereon) or portion thereof with respect to any Collection Period shall not be construed to impose on
the other such parties any obligation to make such an election (or any entitlement in favor of any Certificateholder or any other
Person to such an election) with respect to any subsequent


 



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Collection Period or to constitute a waiver or limitation on the right
of the Master Servicer, the Special Servicer or the Trustee to otherwise be reimbursed for such Nonrecoverable Advance immediately
(together with interest thereon). Any such election by the Master Servicer, the Special Servicer or the Trustee shall not be construed
to impose any duty on any other such party to make such an election (or any entitlement in favor of any Certificateholder or any
other Person to such an election). Any such election by any such party to defer 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 on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. None
of the Master Servicer, the Special Servicer, the Trustee or the other parties to this Agreement will have any liability to one
another or to any of the Certificateholders for any such election that such party makes to defer or not to defer reimbursing itself
as contemplated by this paragraph or for any losses, damages or other adverse economic or other effects that may arise from such
an election nor will such election constitute a violation of the Servicing Standard or any duty under this Agreement. The Master
Servicer’s, the Special Servicer’s or the Trustee’s, as applicable, election, if any, to defer reimbursement
of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and shall not be construed as
an obligation on the part of the Master Servicer, the Special Servicer or the Trustee, as applicable, or a right of the Certificateholders.
Nothing herein shall give the Master Servicer, the Special Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable
Advance if there are principal collections then available in the Collection Account pursuant to Section 3.06 of this Agreement
or to defer reimbursement of a Nonrecoverable Advance for an aggregate period exceeding 12 months.


 


(b)       If
the Master Servicer is required to make a Property Advance, but does not do so within 15 days after the Property Advance is required
to be made, then the Trustee will be required: (i) if a Responsible Officer of the Trustee has actual knowledge of the failure,
to give the Master Servicer notice of its failure; and (ii) if the failure continues for three more Business Days, to make the
Advance unless the Trustee determines such advance to be a Nonrecoverable Advance.


 


Section
3.28     Serviced Companion Loan Intercreditor Matters.


 


(a)       If,
pursuant to Section 2.03, Section 3.17 or Section 9.01 of this Agreement, any Mortgage Loan that relates
to a Serviced Loan Combination is purchased from, repurchased from or substituted out of, the Trust Fund, the subsequent holder
thereof shall be bound by the terms of the related Co-Lender Agreement and shall assume the rights and obligations of the holder
of the Note that represents the related Mortgage Loan under such Co-Lender Agreement. All portions of the related Mortgage File
and (to the extent provided under the related Mortgage Loan Purchase Agreement) other documents pertaining to such Mortgage Loan
shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as
the holder of the Note that represents the related Mortgage Loan (as a result of such purchase, repurchase or substitution) and
(except for the actual Note) on behalf of the holder of the Note(s) that represents the Serviced Companion Loan(s). Thereafter,
such Mortgage File shall be held by the holder of the Note that represents the related Mortgage Loan or a custodian appointed
thereby for the benefit thereof, on behalf of itself and the holder of the related Serviced Companion Loan(s) as their


 



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interests
appear under the related Co-Lender Agreement. If the related Servicing File is not already in the possession of such party, it
shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for
the Serviced Loan Combinations.


 


(b)       With
respect to each Serviced Companion Loan, notwithstanding any rights the Operating Advisor or the Controlling Class Representative
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Serviced Companion
Loan, to the extent the related Co-Lender Agreement provides that such right is exercisable by the related Serviced Companion
Loan Holder or its Companion Loan Holder Representative or is exercisable in conjunction with any related Serviced Companion Loan
Holder, then (i) neither the Operating Advisor nor the Controlling Class Representative shall be permitted to exercise such right
or (ii) to the extent provided in the related Co-Lender Agreement, the Operating Advisor or the Controlling Class Representative,
as applicable, shall be required to exercise such right in conjunction with any related Serviced Companion Loan Holder or its
Companion Loan Holder Representative, as applicable. Additionally, notwithstanding anything in this Agreement to the contrary,
the Master Servicer or Special Servicer, as applicable, shall consult with, seek the approval of, or obtain the consent of the
holder of any Serviced Companion Loan or its Companion Loan Holder Representative with respect to any matters with respect to
the servicing of such Serviced Companion Loan to the extent required under related Co-Lender Agreement and shall not take such
actions requiring consent of or consultation with the Serviced Companion Loan Holder or its Companion Loan Holder Representative
without such consent or consultation. In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer,
as applicable, shall deliver reports and notices to the Serviced Companion Loan Holder or its Companion Loan Holder Representative
(or the master servicer or special servicer for the related Other Securitization Trust on behalf of the Serviced Companion Loan
Holder) as required under the Co-Lender Agreement.


 


(c)       With
respect to each Serviced Loan Combination, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis a statement
setting forth, to the extent applicable to such Serviced Loan Combination:


 


(i)        (A)
the amount of the distribution from the related Loan Combination Custodial Account allocable to principal and (B) separately identifying
the amount of scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor or other
principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and
information on distributions made with respect to the related Serviced Loan Combination;


 


(ii)       the
amount of the distribution from the related Loan Combination Custodial Account allocable to interest and the amount of Default
Interest allocable to the related Serviced Loan Combination;


 


(iii)      the
amount of the distribution to the related Serviced Companion Loan Holder, separately identifying the non-default interest, principal
and other amounts


 



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included therein, and if the distribution to a Serviced Companion Loan Holder is less than the full amount that
would be distributable to such Serviced Companion Loan Holder if there were sufficient amounts available therefor, the amount
of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the
related Serviced Loan Combination;


 


(iv)      the
principal balance of each of the related Serviced Loan Combination and related Serviced Companion Loan after giving effect to
the distribution of principal on the most recent Distribution Date; and


 


(v)       the
amount of the servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution
Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee.


 


Not
later than each Distribution Date, the Master Servicer shall make the foregoing statement available to the Serviced Companion
Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) by electronic
means (which may include posting such information pursuant to the applicable CREFC® reports on the Master Servicer’s
website) and by such other means of delivery as required under the related Co-Lender Agreement.


 


(d)       If
any Serviced Companion Loan becomes the subject of an Other PSA Asset Review pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall reasonably cooperate
(and the Certificate Administrator shall cause any Custodian appointed by it to reasonably cooperate) with the related Other Asset
Representations Reviewer in connection with such Other PSA Asset Review by providing the related Other Asset Representations Reviewer
with any documents reasonably requested by the related Other Asset Representations Reviewer, but only to the extent that (i) the
Other Asset Representations Reviewer has not been able to obtain such documents from the related Mortgage Loan Seller and (ii)
such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or any Custodian appointed by the Certificate Administrator, as the case may be. For the avoidance of doubt, none of the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian shall have other obligations with
respect to any such Other PSA Asset Review nor shall any such party be bound by the results of any such asset review.


 


(e)       With
respect to any Other Pooling and Servicing Agreement that satisfies Regulation RR in whole or in part through the purchase by
a third party purchaser of an eligible horizontal residual interest pursuant to Rule 7 of Regulation RR (a “Regulation
RR Other PSA”), at any time that the Special Servicer has received written notice of such Regulation RR Other PSA and
that an Other Operating Advisor Consultation Trigger Event has occurred under such Regulation RR Other PSA because such eligible
horizontal residual interest has been reduced as set forth under Rule 7(b)(6)(iv) of Regulation RR, the Special Servicer shall,
to the extent required under the related Co-Lender Agreement, consult with the related Other Operating Advisor (as representative
of the related Serviced Companion Holder) under such Other Pooling and Servicing Agreement with respect to any decisions that
are


 



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Major Decisions with respect to the related Serviced Companion Loan. Such consultation shall be on a non-binding basis and
shall be performed in accordance with the same process for consultations between the Special Servicer and Operating Advisor with
respect to Major Decisions under this Agreement.


 


(f)       With
respect to each Serviced AB Loan Combination with respect to which the holder of any related Serviced Subordinate Companion Loan
is entitled under the related Co-Lender Agreement to avoid its applicable “control appraisal period” (or analogous
concept) by posting cash or letter of credit as collateral (a “Threshold Event Collateral”), the Special Servicer
shall administer any such Threshold Event Collateral in accordance with the terms of the related Co-Lender Agreement. Any Threshold
Event Collateral posted by a Serviced Subordinate Companion Loan Holder shall be held in an outside reserve fund which shall not
be an asset of any Trust REMIC, and the party that posted such Threshold Event Collateral shall be the owner of such outside reserve
fund, all within the meaning of Treasury Regulations Section 1.860G-2(h). Upon a Final Recovery Determination with respect to
any such Serviced AB Loan Combination, the Special Servicer shall transfer any related Threshold Event Collateral held in the
form of cash (or, if the related Threshold Event Collateral is a letter of credit, the proceeds of such Threshold Event Collateral)
to the related Loan Combination Custodial Account, which such transferred amount shall be treated as Liquidation Proceeds and
applied in accordance with the terms of the related Co-Lender Agreement and Section 3.06A of this Agreement.


 


Section
3.29     Appointment and Duties of the Operating Advisor.


 


(a)       Park Bridge Lender Services LLC is hereby appointed to serve as the initial
Operating Advisor. The Operating Advisor shall at all times be an Eligible Operating Advisor. The Operating Advisor shall at
all times act in accordance with the Operating Advisor Standard in fulfilling its responsibilities and obligations under this
Agreement.


 


(b)       After
the occurrence and during the continuance of a Control Termination Event, the Operating Advisor, as an independent contractor,
shall review the Special Servicer’s actions and decisions in respect of Specially Serviced Loans and, solely in connection
with Major Decisions as to which the Operating Advisor has consultation rights following a Control Termination Event, Serviced
Loans (in light of the Servicing Standard and the requirements of this Agreement), consult with the Special Servicer regarding
the Major Decisions and Asset Status Reports as contemplated by Section 3.29(h) and perform each other obligation of the
Operating Advisor as set forth in this Agreement, in each such case solely on behalf of the Trust Fund and in the best interest
of, and for the benefit of, the Certificateholders (as a collective whole), and not 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 Mortgagors,
any Sponsor, any Mortgage Loan Seller, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer,
the Directing Holder, any Risk Retention Consultation Party or any of their respective Affiliates (the “Operating Advisor
Standard”). The Operating Advisor shall act solely as a contracting party to the extent set forth in this Agreement
and shall not owe any fiduciary duty to any party to this Agreement or any other Person in connection with this Agreement. The
Operating


 



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Advisor’s duties shall be limited to its specific obligations under this Agreement, and the Operating Advisor
shall have no duty or liability to any particular Class of Certificates or any Certificateholder. The Operating Advisor is not
a servicer or a sub-servicer and will not be charged with changing the outcome on any particular Specially Serviced Loan or with
respect to any Major Decision on which it consults for a Performing Serviced Loan. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that there could be multiple strategies to resolve any Specially Serviced Loan and a variety of actions
or decisions made with respect to any Major Decision and that the goal of the Operating Advisor’s participation is to provide
additional input relating to the Special Servicer’s compliance with the Servicing Standard in making its determinations
as to which strategy to execute. The Operating Advisor shall not owe any fiduciary duty to the Master Servicer, the Special Servicer
or any other Person in connection with this Agreement.


 


(c)       The
Operating Advisor shall promptly review (i) all information available to Privileged Persons on the Certificate Administrator’s
Website with respect to the Special Servicer, assets on the CREFC® Servicer Watch List, Specially Serviced Loans
and, if a Control Termination Event exists, Major Decisions on Serviced Loans, (ii) each Final Asset Status Report delivered by
the Special Servicer to the Operating Advisor, (iii) if a Control Termination Event exists, each other Asset Status Report delivered
by the Special Servicer to the Operating Advisor, (iv) if a Control Termination Event exists, each Major Decision Reporting Package
delivered by the Special Servicer to the Operating Advisor pursuant to Section 6.09(a) in connection with the Operating
Advisor’s consultation rights with respect to the subject Major Decision regarding each Serviced Loan and (v) if specifically
required to be delivered or made available to the Operating Advisor under this Agreement, such other reports, documents, certificates
and other information prepared by the Special Servicer and received by the Operating Advisor, as relate to the actions and decisions
of the Special Servicer in respect of Specially Serviced Loans and, solely in connection with Major Decisions as to which the
Operating Advisor has consultation rights if a Control Termination Event exists, Serviced Loans. To the extent not otherwise deliverable
by the Special Servicer to the Operating Advisor hereunder or available to the Operating Advisor on the Certificate Administrator’s
Website, the Special Servicer shall grant the Operating Advisor adequate and timely access to information and reports prepared
by or otherwise in the possession of the Special Servicer necessary for the Operating Advisor to fulfill its duties under this
Agreement.


 


(d)       After
the occurrence and during the continuance of a Control Termination Event, the Operating Advisor shall review the Special Servicer’s
actions and decisions in light of the Servicing Standard and the requirements of this Agreement, with respect to the applicable
Specially Serviced Loan(s) and, solely in connection with Major Decisions as to which the Operating Advisor has consultation rights
pursuant to Section 3.29(h) of this Agreement, the applicable Serviced Loans.


 


(e)       Following
the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review of the
following information (to the extent delivered to the Operating Advisor or made available to the Operating Advisor on the Certificate
Administrator’s Website): any annual compliance statement and any assessment of compliance delivered to the Operating Advisor
pursuant to Section 10.08 and Section 10.09 of this Agreement, as applicable; any attestation report delivered to
the Operating Advisor


 



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pursuant
to Section 10.10 of this Agreement; any Major Decision Reporting Package; any Final Asset Status Report and, during
the continuance of a Control Termination Event, any other Asset Status Report; any other reports made available to Privileged
Persons on the Certificate Administrator’s Website during the prior calendar year that the Operating Advisor is
required to review pursuant to Section 3.29(c); and any other information (other than any communications between the
related Directing Holder, any Risk Retention Consultation Party or any Serviced Companion Loan Holder (or its Companion
Loan Holder Representative), as applicable, and the Special Servicer that would be Privileged Information) prepared by the
Special Servicer and delivered to the Operating Advisor under this Agreement, the Operating Advisor shall (if, during the
prior calendar year, any Mortgage Loan was a Specially Serviced Mortgage Loan and there existed a Control Termination Event)
prepare and deliver to the Depositor, the Rule 17g-5 Information Provider (who shall promptly post such Operating Advisor
Annual Report on the Rule 17g-5 Information Provider’s Website), the Trustee, the Special Servicer and the Certificate
Administrator (who shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s
Website), within 120 days of the end of the prior calendar year an annual report (the “Operating Advisor Annual
Report”). The Operating Advisor Annual Report shall be substantially in the form of Exhibit R of this
Agreement (which form may be modified or altered as to either its organization or content by the Operating Advisor, subject
to compliance of such form with the terms and provisions of this Agreement; provided, that in no event shall the
information or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement).
The Operating Advisor Annual Report shall set forth the Operating Advisor’s assessment of the Special Servicer’s
performance of its duties under this Agreement with respect to Specially Serviced Loan(s) during the prior calendar year.
Subject to the restrictions in this Agreement, including, without limitation, Section 3.29(b) of this Agreement, each
such Operating Advisor Annual Report shall (A) state whether the Operating Advisor believes, in its sole discretion exercised
in good faith, that the Special Servicer is performing its duties in compliance with (1) the Servicing Standard and (2) the
Special Servicer’s obligations under this Agreement, (B) identify any material deviations with respect to such matters
from (i) the Servicing Standard or (ii) the Special Servicer’s obligations under this Agreement, and (C) comply with
all of the confidentiality requirements applicable to the Operating Advisor with respect to Privileged Information provided
for in this Agreement (subject to any permitted exceptions set forth in this Agreement). In the event a lack of access to
Privileged Information limits 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. Such Operating
Advisor Annual Report shall be delivered to the Trustee, the Certificate Administrator, the Rule 17g-5 Information Provider,
the Special Servicer and the Depositor, and the Certificate Administrator and the Rule 17g-5 Information Provider shall
promptly, upon receipt, post such Operating Advisor Annual Report on the Certificate Administrator’s Website and the
Rule 17g-5 Information Provider’s Website, respectively; provided, however, that the Operating Advisor
shall deliver to the Special Servicer, the Controlling Class Representative (if a Serviced Loan other than a Serviced Outside
Controlled Loan Combination is addressed and a Consultation Termination Event does not exist) and the related Outside
Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is addressed), any annual report produced by the
Operating Advisor at least ten (10) calendar days prior to its delivery to the Depositor, the Trustee and the Certificate
Administrator. The Operating Advisor may, but shall not be obligated to, revise the Operating Advisor Annual


 



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Report based on any comments received from the Special Servicer or the Controlling Class
Representative. Notwithstanding the foregoing, no Operating Advisor Annual Report shall be required from the Operating Advisor
with respect to the Special Servicer if during the prior calendar year no Asset Status Report was prepared by the Special Servicer
in connection with a Specially Serviced Loan or REO Property or was otherwise in the process of being implemented in connection
with a Specially Serviced Loan or REO Property. In the event the Special Servicer is replaced during the prior calendar year,
the Operating Advisor shall only be required to prepare an Operating Advisor Annual Report relating to each entity that was acting
as Special Servicer as of December 31 of the prior calendar year and is continuing in such capacity through the date of such Operating
Advisor Annual Report. In connection with the Operating Advisor Annual Report and the reviews provided for in Sections 3.29(b)
and 3.29(d), following the occurrence and continuance of a Control Termination Event, the Operating Advisor shall perform
its review on the basis of the Special Servicer’s performance of its duties with respect to Specially Serviced Loans, as
well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration
by the Operating Advisor of any annual compliance statement, any assessment of compliance and any attestation report delivered
to the Operating Advisor pursuant to Section 10.08, Section 10.09 and Section 10.10 of this Agreement, as
applicable, or made available to the Operating Advisor on the Certificate Administrator’s Website, any Asset Status Report,
any Major Decision Reporting Package and other information (other than any communications between the related Directing Holder,
the Risk Retention Consultation Party or any Serviced Companion Loan Holder (or its Companion Loan Holder Representative), as
applicable, and the Special Servicer that would be Privileged Information) that the Operating Advisor is required to review on
the Certificate Administrator’s website or that is delivered or made available to the Operating Advisor by the Special Servicer
pursuant to this Agreement.


 


(ii)       Notwithstanding
anything in this Agreement to the contrary (A) the Operating Advisor’s assessment of the Special Servicer’s performance
shall be based on the provisions of this Agreement and (B) so long as LNR Partners, LLC is acting as Special Servicer, LNR Partners,
LLC shall provide the Operating Advisor reasonable access, at LNR Partners, LLC’s offices during normal business hours,
to LNR Partners, LLC’s policies and procedures. The Operating Advisor shall be permitted to review such policies and procedures
but will not be permitted to retain hard copies and will not be provided with any electronic copies or soft copies. The Operating
Advisor shall keep all information contained in the policies and procedures strictly confidential, except (A) the Operating Advisor
may disclose such information if (i) such information becomes generally available and known to the public other than as a result
of a disclosure directly or indirectly by the Operating Advisor, or (ii) such disclosure is required by applicable law, order,
rule or regulation, as evidenced by an Opinion of Counsel delivered to the Operating Advisor and the Special Servicer, and (B)
the Operating Advisor may disclose a particular portion of the policies and procedures solely when necessary to support specific
conclusions concerning allegations of material deviations from the Servicing Standard (i) in the Operating Advisor Annual Report,
or (ii) in connection with a recommendation by the Operating Advisor to replace LNR Partners, LLC as the Special Servicer pursuant
to the provisions of this Agreement. Notwithstanding the foregoing, the Operating Advisor shall 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


 



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obligations
under this Agreement and provided such Affiliates and subcontractors of the Operating Advisor agree in writing prior to
their receipt of such information to be bound by the same confidentiality provisions applicable to the Operating Advisor. The
Operating Advisor’s assessment may not take into account (i) the fact that LNR Partners, LLC limited the Operating
Advisor’s access to the LNR Partners, LLC written policies and procedures pursuant to the provisions of this Agreement
and (ii) the waiver or reduction of any Operating Advisor Consulting Fee pursuant to Section 3.29(l) of this
Agreement. Nothing set forth herein shall limit or affect the scope of the Operating Advisor’s 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 this paragraph.
During any period when the Special Servicer is not LNR Partners, LLC or an affiliate of LNR Partners, LLC, the requirements
and limitations contained in this Section 3.29(e)(ii) shall be null and void.


 


(f)       Prior
to the occurrence and continuance of a Control Termination Event, the Special Servicer shall forward any Appraisal Reduction Amount
and Collateral Deficiency Amounts with respect to, and net present value calculations used in the Special Servicer’s determination
of the course of action to be taken in connection with the workout or liquidation of, a Specially Serviced Loan, to the Operating
Advisor after such calculations have been finalized. The Operating Advisor shall review such calculations but may not opine on,
or otherwise call into question such Appraisal Reduction Amount, Collateral Deficiency Amount and/or net present value calculations;
provided, however, if the Operating Advisor discovers a mathematical error contained in such calculations, then the Operating
Advisor shall notify the Special Servicer and the related Directing Holder (if the related Directing Holder is not a Borrower
Party with respect to the related Specially Serviced Loan) of such error.


 


(g)       After
the occurrence and during the continuance of a Control Termination Event, after the calculation but prior to the utilization by
the Special Servicer of any of the calculations with respect to an applicable Specially Serviced Loan related to (i) Appraisal
Reduction Amounts, (ii) Collateral Deficiency Amounts or (iii) net present value used in the Special Servicer’s determination
of the course of action to be taken in connection with the workout or liquidation of such Specially Serviced Loan, the Special
Servicer shall forward such calculations, together with any supporting material or additional information necessary in support
thereof (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy
of such calculations, but not including any Privileged Information), to the Operating Advisor promptly, but in any event no later
than two (2) Business Days after preparing such calculations, and the Operating Advisor shall promptly, but no later than three
(3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate and verify the accuracy
of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas
required to be utilized in connection with any such calculation.


 


In
connection with this Section 3.29, in the event the Operating Advisor does not agree with the mathematical
calculations or the application of the non-discretionary portions of the applicable formulas required to be utilized for such
calculation, the Operating Advisor and the Special Servicer shall consult with each other in order to resolve any inaccuracy
in the mathematical calculations or the application of the non-discretionary portions of the applicable


 



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formulas in arriving at those mathematical
calculations or any disagreement within five (5) Business Days of delivery of such calculations to the Operating Advisor. In the
event the Operating Advisor and Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of
such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement
and the Certificate Administrator shall determine which calculation is to apply. In making such determination, the Certificate
Administrator may hire an independent third-party to assist with any such calculation at the expense of the Trust Fund.


 


(h)      After
the occurrence and during the continuance of a Control Termination Event, the Operating Advisor shall consult (on a non-binding
basis) with the Special Servicer in connection with (i) any Major Decision with respect to a Serviced Loan in accordance with
Section 3.24, Section 6.09 and this Section 3.29 and (ii) each Asset Status Report in accordance with Section
3.21, and, in each case, the Special Servicer shall consider (on a non-binding basis) any alternative courses of action and
any other feedback provided by the Operating Advisor.


 


(i)       Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries relating to the Operating Advisor Annual Reports or actions by
the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or not referenced
in any Operating Advisor Annual Report and made by Privileged Persons from time to time in accordance with the terms of Section
4.02(a) of this Agreement.


 


(j)       Subject
to the Privileged Information Exception, the Operating Advisor will be obligated to keep confidential any Privileged Information
received from the Special Servicer, the related Directing Holder, any Risk Retention Consultation Party or any related Serviced
Companion Loan Holder (or its Companion Loan Holder Representative) in connection with the exercise of the rights of the related
Directing Holder, such Risk Retention Consultation Party or such related Serviced Companion Loan Holder under this Agreement (including,
without limitation, in connection with the review and/or approval of any Asset Status Report), subject to any law, rule, regulation,
order, judgment or decree requiring the disclosure of such Privileged Information.


 


(k)       The
Operating Advisor shall keep all Privileged Information confidential and shall not disclose such Privileged Information to any
Person (including Certificateholders other than the Controlling Class Representative), other than (1) to the extent expressly
required by this Agreement, to the other parties to this Agreement with a notice indicating that such information is Privileged
Information, (2) pursuant to a Privileged Information Exception or (3) when necessary to support, and directly related to, specific
findings or conclusions (i) in the Operating Advisor Annual Report or (ii) in connection with a recommendation by the Operating
Advisor for the replacement of the Special Servicer. Notwithstanding the foregoing, the Operating Advisor, solely to the extent
required in connection with its duties under this Agreement, will be permitted to share Privileged Information with its Affiliates
and any subcontractors of the Operating Advisor provided such Affiliates and subcontractors of the Operating Advisor agree in
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such Privileged Information to be bound by the same confidentiality provisions applicable to
the Operating Advisor described in this Agreement and a copy of such agreement is provided to the parties hereto. Each party to
this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that such information is
Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the Special
Servicer and, as applicable, any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is
involved), the Risk Retention Consultation Parties and/or, unless a Consultation Termination Event has occurred and is continuing,
the Controlling Class Representative other than pursuant to a Privileged Information Exception.


 


(l)        On
each Master Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee from amounts on
deposit in the Collection Account, pursuant to Section 3.06 of this Agreement. In addition, the Operating Advisor Consulting
Fee shall be payable to the Operating Advisor (but only to the extent such fee is actually received from the related Mortgagor
as a separately identifiable fee) with respect to each Major Decision for which the Operating Advisor has consultation rights.
Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.06 of this Agreement, but with respect to the Operating Advisor Consulting Fee only to
the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor. If the Operating Advisor has
consultation rights with respect to a Major Decision under this Agreement, the Master Servicer or the Special Servicer, as applicable,
shall use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting
Fee from the related Mortgagor in connection with such Major Decision, but only to the extent not prohibited by the related Loan
Documents, and shall deposit any Operating Advisor Consulting Fee so collected from the related Mortgagor into the Collection
Account. 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 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.


 


(m)      In
no event shall the Operating Advisor have the power to compel any transaction party to take or refrain from taking any action.


 


Section
3.30     Rating Agency Confirmation.


 


(a)       Notwithstanding
the terms of any related Loan Documents or other provisions of this Agreement, if any action under any Loan Documents or this
Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting
Party”) required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating
Agency for such Rating Agency Confirmation and if, within 10 Business Days of the Rating Agency Confirmation request being posted
to the Rule 17g-5 Information Provider’s Website, any Rating Agency has not granted such request, rejected such request
or provided a Rating Agency Declination, then (i) such Requesting Party


 



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shall promptly request the related Rating Agency Confirmation
again, and (ii) if there is no response to such second Rating Agency Confirmation request from the applicable Rating Agency within
five (5) Business Days of such second request, whether in the form of granting or rejecting such Rating Agency Confirmation request
or providing a Rating Agency Declination, then: (x) with respect to any condition in any Loan Document or related intercreditor
agreement or Co-Lender Agreement requiring a Rating Agency Confirmation or any other matter under this Agreement relating to the
servicing of the Mortgage Loans (other than as set forth in clause (y) or (z) below), the Requesting Party (or, if the Requesting
Party is the related Mortgagor, then the Master Servicer (with respect to Performing Serviced Loans if the subject action is not
a Major Decision or a Special Servicer Decision or the Master Servicer is processing a Major Decision or a Special Servicer Decision)
or the Special Servicer (with respect to Specially Serviced Loans and REO Properties and with respect to Performing Serviced Loans
if the subject action is a Major Decision or a Special Servicer Decision processed by the Special Servicer), as applicable) shall
determine (with the consent of the related Directing Holder, unless, in the case of the Controlling Class Representative, a Control
Termination Event has occurred and is continuing (but in each case only in the case of actions that would otherwise be Major Decisions),
which consent shall be pursued by the Special Servicer and deemed given if the related Directing Holder does not respond within
seven (7) Business Days of receipt of a request from the Special Servicer to consent to the Requesting Party’s determination),
in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section
3.30(b), whether or not such action would be in accordance with the Servicing Standard, and if the Requesting Party (or, if
the Requesting Party is the related Mortgagor, then the Master Servicer or the Special Servicer, as applicable) makes such determination,
then the requirement to obtain a Rating Agency Confirmation shall not apply; (y) with respect to a replacement of the Master Servicer
or the Special Servicer, such condition shall be considered satisfied if: (1) the applicable replacement master servicer or special
servicer, as applicable, is 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; (2) the applicable replacement master
servicer has a master servicer rating of at least “CMS3” from Fitch or the applicable replacement special servicer
has a special servicer rating of at least “CSS3” from Fitch, if Fitch is the non-responding Rating Agency; (3) DBRS
has not cited servicing concerns of the applicable replacement master servicer or special servicer as the sole or material factor
in any qualification, downgrade or withdrawal (or placement on “watch status” in contemplation of a ratings downgrade
or withdrawal) of the ratings of securities in any other CMBS transaction serviced by the applicable servicer prior to the time
of determination, if DBRS is the non-responding Rating Agency, as applicable; and (4) KBRA has not cited servicing concerns of
the applicable replacement master servicer or special servicer as the sole or material factor in any qualification, downgrade
or withdrawal (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of the ratings
of securities in any other CMBS transaction serviced by the applicable servicer prior to the time of determination, if KBRA is
the non-responding Rating Agency, as applicable; and (z) with respect to a replacement or successor of the Operating Advisor,
such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency has
not cited concerns regarding the replacement operating advisor as the sole or material factor in any qualification, downgrade
or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in any other CMBS transaction with respect to


 



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which the replacement operating advisor acts as trust advisor or operating
advisor prior to the time of determination.


 


Any
Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor
or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating
the nature of the Rating Agency Confirmation request, and shall contain all back-up material reasonably necessary for the Rating
Agency to process such request, subject to Section 12.13. Such written Rating Agency Confirmation request shall be provided
in electronic format in accordance with Section 12.13(b) and the Master Servicer, Special Servicer, Certificate Administrator,
Operating Advisor or Trustee, as applicable, shall be required to send the Rating Agency Confirmation request to the Rating Agencies
in accordance with Section 12.13(b).


 


Promptly
following the Requesting Party’s (or, if the Requesting Party is the related Mortgagor, then the Master Servicer’s
or the Special Servicer’s, as applicable) determination to take any action discussed in this Section 3.30(a) without
receiving any required Rating Agency Confirmation, such Requesting Party (or the Master Servicer or the Special Servicer, as applicable)
shall provide electronic written notice in accordance with Section 12.13(b) of the action taken for the particular item
at such time and the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, shall be required
to send the Rating Agency Confirmation request to the Rating Agencies in accordance with Section 12.13(b).


 


(b)       For
the purposes of clause (ii) of Section 3.30(a), and notwithstanding anything to the contrary in Section 3.30(a),
with respect to the provisions of any Loan Document relating to defeasance (including without limitation the type of collateral
acceptable for use as defeasance collateral), release or substitution of any collateral, any applicable Rating Agency Confirmation
requirement in the Loan Documents shall not apply, even without the determination pursuant to Section 3.30(a)(ii)(x) by
the Requesting Party (or, if the Requesting Party is the related Mortgagor, by the Master Servicer (with respect to Performing
Serviced Loans if the subject action is not a Major Decision or a Special Servicer Decision or the Master Servicer is processing
a Major Decision or a Special Servicer Decision) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties
and with respect to Performing Serviced Loans if the subject action is a Major Decision or a Special Servicer Decision processed
by the Special Servicer), as applicable); provided, that the Master Servicer (with respect to Performing Serviced Loans
if the subject action is not a Major Decision or a Special Servicer Decision or the Master Servicer is processing a Major Decision
or a Special Servicer Decision) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties and with
respect to Performing Serviced Loans if the subject action is a Major Decision or a Special Servicer Decision processed by the
Special Servicer), as applicable, shall in any event review the other conditions required under the related Loan Documents with
respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing Standard
that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied.


 


(c)       For
all other matters or actions (i) not specifically discussed in clause (ii) (x), (ii) (y) or (ii) (z) of Section 3.30(a)
above and (ii) that are not the subject of a Rating Agency Declination, the proposed action shall not be permitted to proceed
unless the


 



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applicable Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


(d)       With
respect to any Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to
the servicing and administration of any or all of the related Serviced Loans 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 or Special Servicer, as applicable, depending on whichever such party is seeking the corresponding
Rating Agency Confirmation(s) in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency
Confirmation with respect to any Serviced Companion Loan Securities will be subject to, will be permitted to be waived by the
Master Servicer and the Special Servicer on, and will be deemed satisfied or not to apply on, the same terms and conditions applicable
to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided, that the Master Servicer or Special
Servicer, as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall forward to
one or more of its counterparts (i.e., the master servicer or special servicer, as applicable), the Rule 17g-5 Information Provider’s
counterpart for the related Other Securitization Trust, or such other party or parties (as are agreed to by the Master Servicer
or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization Trust), at the expense
of the related 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 Rule 17g-5 Information Provider
under this Agreement 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 Rule 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.


 


(e)       Each
of the Master Servicer and the Certificate Administrator shall, promptly following receipt of written request from the Special
Servicer, provide to the Special Servicer the contact information for the master servicer, the special servicer, the trustee,
the certificate administrator and the Rule 17g-5 Information Provider’s counterpart for an Other Securitization Trust, in
each case to the extent known to it.


 


Section
3.31     General Acknowledgement Regarding Companion Loan Holders. Each Certificateholder acknowledges and agrees, by its
acceptance of its Certificates, that: (i) each Companion Loan Holder may have special relationships and interests that conflict
with those of Holders of one or more Classes of Certificates; (ii) each Companion Loan Holder may act solely in its own interests;
(iii) no Companion Loan Holder has any duty to the Holders of any Class of Certificates; and (iv) no Companion Loan Holder shall
have any


 



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liability whatsoever for having so acted in its own interests, and no Certificateholder may take any action whatsoever
against any Companion Loan Holder or any director, officer, employee, agent or principal thereof for such Companion Loan Holder’s
having so acted in its own interests.


 


Section
3.32    Delivery of Excluded Information to the Certificate Administrator. 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 loandata@citi.com.
For the avoidance of doubt, any information that is not appropriately labeled and delivered in accordance with this Section
3.32 shall not be separately posted as Excluded Information on the Certificate Administrator’s Website, and
any information appropriately labeled and delivered to the Certificate Administrator pursuant to this Section 3.32
shall be posted on the Certificate Administrator’s Website under the “Excluded Information” section, as
provided under Section 4.02 (unless a loan-by-loan segregation is later performed by the Certificate Administrator in
which case any information appropriately labeled and delivered to the Certificate Administrator pursuant to this Section
3.32 shall be posted on the Certificate Administrator’s Website in such a manner that an Excluded Controlling
Class Holder will only be prohibited from accessing Excluded Information with respect to those Excluded Controlling Class
Mortgage Loan(s) for which such Excluded Controlling Class Holder is a Borrower Party; provided that the foregoing
shall not be construed as an affirmative obligation for the Certificate Administrator to perform such segregation). When so
posted, the Excluded Controlling Class Holders shall be prohibited from accessing Excluded Information with respect to any
Excluded Controlling Class Mortgage Loans on the Certificate Administrator’s Website. 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 3.32 until such party has received written notice with respect to the related
Excluded Controlling Class Mortgage Loan in the form of Exhibit M-1C to this Agreement. Nothing set forth in this
Agreement shall prohibit the Controlling Class Representative or any Controlling Class Certificateholder from receiving,
requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Mortgage Loan with respect to
which the Controlling Class Representative or such Controlling Class Certificateholder is not a Borrower Party and, if such
Excluded Information is not available on the Certificate Administrator’s Website, such Controlling Class Representative
or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling
Class Mortgage Loan shall be entitled to obtain (upon reasonable request) such information in accordance with Section
4.02(e) of this Agreement.


 


Section
3.33     Litigation Control.


 


(a)       The
Special Servicer (with respect to each Serviced Mortgage Loan and Serviced Loan Combination other than any Excluded Special Servicer
Mortgage Loan) shall in accordance with the Servicing Standard, direct, manage, prosecute and/or defend any action brought by
a Mortgagor, guarantor, or other obligor on the related Note or any affiliates thereof (each a “Borrower-Related Party”)
against the Trust (including, without limitation, any action


 



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in which both the Trust and the Master Servicer are named), and/or
the Special Servicer or any predecessor master servicer or special servicer, and represent the interests of the Trust in any litigation
relating to a Serviced Mortgage Loan or Serviced Loan Combination, as applicable, the related Mortgaged Property or other collateral
securing such Serviced Mortgage Loan or Serviced Loan Combination, or the enforcement of the obligations of a Borrower-Related
Party under the related 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 (and 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 practicable but in any event no later than within ten (10) Business Days of the Master Servicer receiving service of
such Loan-Related Litigation.


 


(b)       To
the extent the Master Servicer is named in 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 monthly status reports to the Special Servicer, regarding such Loan-Related 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 act at the direction of the Special Servicer with respect to material
decisions and resolutions 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; provided that the Master Servicer shall have
the right to engage separate counsel relating to claims against the Master Servicer to the extent set forth in Section 3.33(e);
and provided, further, that if there are claims against the Master Servicer and the Master Servicer has not determined
that separate counsel is required for such claims, such counsel selected by the Special Servicer shall be reasonably acceptable
to the Master Servicer.


 


(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 it has notified in writing the Controlling Class
Representative (only if the related Serviced Mortgage Loan is not an Excluded Mortgage Loan and for so long as no Consultation
Termination Event has occurred and is continuing and to the extent the identity of the Controlling Class Representative 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 Controlling Class Representative), 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 the Controlling Class Representative (only if the related Serviced Mortgage Loan is not an
Excluded Mortgage 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 Controlling
Class Representative 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 5 Business Day
period, then the Controlling Class Representative shall be deemed to have approved the taking


 



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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 Loan Combination, the related Serviced Companion Loan Holders,
the Special Servicer may take such action without waiting for the Controlling Class Representative’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 Controlling Class Representative (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 Loan
Combination, 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, or any Grantor Trust created
hereunder to fail to qualify as a grantor trust for federal income tax purposes or result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions, or materially expand the scope of
the Special Servicer’s, 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 in this Section 3.33 to represent the interests of the Trust in Loan-Related
Litigation, and subject to the rights of the Special Servicer to direct the Master Servicer’s actions in this Section
3.33, the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including
but not limited to the right to engage separate counsel and to appear in any proceeding on its own behalf in the Master Servicer’s
reasonable discretion, the cost of which shall be subject to indemnification as and to the extent provided in this Agreement.


 


Further,
nothing in this Section shall require the Master Servicer, the Special Servicer or any other party to this Agreement to take or
fail to take any action which, in such party’s good faith and reasonable judgment, may (i) cause any Trust REMIC to fail
to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, result in the
imposition of “prohibited transaction” or “prohibited contribution” tax under the Code, or otherwise result
in a violation of the REMIC Provisions, (ii) cause the Master Servicer or the Special Servicer to violate the Servicing Standard,
(iii) result in a violation of applicable law or the Loan documents or (iv) subject the Master Servicer, the Special Servicer
or other such party to liability, or materially expand the scope of the Master Servicer’s, the Special Servicer or such
party’s obligations under this Agreement.


 


(f)       Notwithstanding
the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer
shall have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer to settle any claims
asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Loan-Related
Litigation) and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer
(whether or not


 



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the Trust or the Special Servicer is named in any such claims or Loan-Related Litigation), provided in either
case that (A) such settlement or other direction does not contain or require any admission of liability, wrongdoing or consent
to injunctive relief on the part of the Master Servicer, (B) 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,
(C) the Master Servicer is and shall be indemnified as and to the extent provided in this Agreement for all costs and expenses
of the Master Servicer incurred in defending and settling the Loan-Related Litigation and for any related judgment, (D) 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 (E) the Special Servicer provides the Master Servicer with assurance reasonably
satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C).


 


(g)       In
the event both the Master Servicer and the Special Servicer or Trust are named in Loan-Related Litigation, the Master Servicer
and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded
to such party in this Section 3.33.


 


(h)      This
Section shall not apply in the event, and to the extent, that the Special Servicer authorizes the Master Servicer, and the Master
Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Loan-Related Litigation
on behalf of the Trust in accordance with the Servicing Standard.


 


(i)        Notwithstanding
the foregoing, and subject to the power of attorney granted by the Trustee pursuant to the first sentence in the second paragraph
of Section 3.01(a) of this Agreement and subject to the requirements of the second sentence in the second paragraph of
Section 3.01(a) of this Agreement, (x) in the event that any action, suit, litigation or proceeding names the Trustee,
Certificate Administrator, Custodian or Operating Advisor, in its respective individual capacity, or in the event that any judgment
is rendered against the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, in its individual capacity,
the Trustee, Certificate Administrator, Custodian or 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); (y)
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 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 Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, (i) initiate an
action, suit, litigation or proceeding in the name of the Trustee, Certificate Administrator, Custodian or Operating Advisor,
as applicable, whether in such capacity or individually, (ii) engage counsel to represent the Trustee, Certificate Administrator,
Custodian or Operating Advisor, as applicable, (iii) settle any claim giving rise to liability to the Trustee, Certificate Administrator,
Custodian or Operating Advisor, as applicable, in its individual capacity, or (iv) prepare, execute or deliver any government
filings, forms, permits, registrations or other documents or take any other similar actions with the intent to cause, and that
actually causes, the Trustee,


 



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Certificate Administrator, Custodian or 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 Trustee, Certificate Administrator, Custodian or Operating Advisor to grant such consent); and (z)
in the event that any court finds that the Trustee, Certificate Administrator, Custodian or 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 Trustee, the Certificate Administrator, the Custodian or the Operating Advisor, as applicable, shall have the
right to retain separate counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests,
whether as Trustee, Certificate Administrator, Custodian or 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 Serviced Mortgage Loan other than
an Excluded Mortgage Loan, with the consent or consultation of the Controlling Class Representative prior to the occurrence and
continuance of a Control Termination Event or Consultation Termination Event, respectively) from initiating any action, suit,
litigation or proceeding in its own name as representative of the Trust.


 


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 Serviced Mortgage Loan or related Loan Combination or has received notice of its replacement as Special
Servicer with respect to the related Serviced Mortgage Loan or related Serviced Loan Combination (whether or not such replacement
is effective) or such related Serviced Mortgage Loan or Serviced Loan Combination is an Excluded Special Servicer Mortgage 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
Serviced Mortgage Loan or related Serviced Loan Combination (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.


 









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Article
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section
4.01           Distributions.


 


(a)       (i)
On each Master Servicer Remittance Date, the Master Servicer shall make the remittances and deposits specified in the first paragraph
of Section 4.06(a) of this Agreement. On or prior to the Master Servicer Remittance Date in March (or February if the final
Distribution Date occurs in such month) of each calendar year (commencing in 2019), pursuant to Section 3.23, the Certificate
Administrator shall withdraw from the Interest Reserve Account the aggregate of all Withheld Amounts on deposit therein and shall
deposit any such amounts in the Lower-Tier REMIC Distribution Account. On each Master Servicer Remittance Date, the Certificate
Administrator shall withdraw from the Excess Liquidation Proceeds Reserve Account and deposit in the Lower-Tier REMIC Distribution
Account any Excess Liquidation Proceeds required to be so transferred pursuant to Section 4.01(e) of this Agreement. On
each Distribution Date, the amounts that have been transferred to the Lower-Tier REMIC Distribution Account from the Collection
Account or as P&I Advances or Compensating Interest Payments or as otherwise contemplated by the preceding sentences of this
Section 4.01(a) shall be deemed distributed on the Lower-Tier Regular Interests to the Upper-Tier REMIC, in accordance
with Section 4.01(a)(ii) and the last paragraph of Section 4.01(d). Thereafter, such amounts shall be considered
to be held in the Upper-Tier REMIC Distribution Account until distributed to the Certificateholders.


 


(ii)       All
distributions made in respect of interest on any Class of Non-Vertically Retained Principal Balance Certificates or in respect
of interest of the Class VRR Upper Tier Regular Interest on each Distribution Date pursuant to Section 4.01(b), Section
4.01(c) or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC as interest in respect of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All
distributions made in respect of interest on any Class of the Class X Certificates on each Distribution Date pursuant to Section
4.01(b) or Section 9.01, and allocable to any particular Component of such Class of Certificates in accordance with
the last paragraph of Section 4.01(b), shall be deemed to have first been distributed from the Lower-Tier REMIC to the
Upper-Tier REMIC as interest in respect of such Component’s Corresponding Lower-Tier Regular Interest. All distributions
made in respect of principal of any Class of Non-Vertically Retained Principal Balance Certificates or in respect of principal
of the Class VRR Upper-Tier Regular Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(c) or
Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect
of principal of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All reimbursements
(with interest) of Realized Losses or VRR Realized Losses, as applicable, made in respect of any Class of Non-Vertically Retained
Principal Balance Certificates or in respect of the Class VRR Upper-Tier Regular Interest on each Distribution Date pursuant to
Section 4.01(b), Section 4.01(c) or Section 9.01 shall be deemed to have first been distributed from the
Lower-Tier REMIC to the Upper-Tier


 



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 REMIC as reimbursements (with interest) of Realized Losses or VRR Realized Losses, as applicable, in respect of its
Corresponding Lower-Tier Regular Interest.


 


(iii)      On
each Distribution Date, the Class R Certificates shall receive distributions of any amounts remaining in the Lower-Tier REMIC
Distribution Account in respect of the Lower-Tier Residual Interest after all payments have been made to the Certificate Administrator
as the holder of the Lower-Tier Regular Interests in accordance with this Section 4.01(a)(ii) and the last paragraph of
Section 4.01(c).


 


(b)       On
each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the amounts
on deposit in the Upper-Tier REMIC Distribution Account in respect of interest, principal and reimbursement of Realized Losses,
to the extent of Available Funds, and distribute such amounts to the Holders of each Class of Non-Vertically Retained Regular
Certificates and to the Holders of the Class R Certificates in the amounts and in the order of priority set forth below:


 


(i)       First,
to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class
X-D, Class X-F, Class X-G, Class X-H and Class X-J Certificates, in respect of interest, up to an amount equal to, and pro
rata in accordance with, the respective Interest Distribution Amounts of those Classes;


 


(ii)       Second,
to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates in reduction
of the respective Certificate Balances thereof in the following priority (subject to the penultimate paragraph of this Section
4.01(b)):


 


(A)       to
the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, until the related Certificate Balance is reduced to the Class A-AB Scheduled Principal
Balance with respect to such Distribution Date;


 


(B)       to
the Holders of the Class A-1 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to
subclause (A) above, until the related Certificate Balance is reduced to zero;


 


(C)       to
the Holders of the Class A-2 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to
subclauses (A) and (B) above, until the related Certificate Balance is reduced to zero;


 


(D)       to
the Holders of the Class A-3 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such


 



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 Principal Distribution Amount distributed pursuant to
subclauses (A) through (C) above, until the related Certificate Balance is reduced to zero;


 


(E)       to
the Holders of the Class A-4 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to
subclauses (A) through (D) above, until the related Certificate Balance is reduced to zero;


 


(F)       to
the Holders of the Class A-5 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to
subclauses (A) through (E) above, until the related Certificate Balance is reduced to zero;


 


(G)       to
the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to
subclauses (A) through (F) above, until the related Certificate Balance is reduced to zero;


 


(iii)          Third,
to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates, up to
an amount equal to, and pro rata based upon, the aggregate unreimbursed Realized Losses previously allocated to each such
Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related Realized Loss
was allocated to such Class;


 


(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
of that Class;


 


(v)            Fifth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates have been
reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the related Certificate Balance, up to an amount
equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount
distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(vi)          
Sixth, to the Holders of the Class A-S Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly
from the date each related Realized Loss was allocated to such Class;


 


(vii)          Seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of that Class;


 


(viii)         Eighth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB and Class A-S Certificates
have been reduced


 



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 to zero, to the Holders of the Class B Certificates, in reduction of the related Certificate Balance, up to
an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution
Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(ix)           Ninth,
to the Holders of the Class B Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related
Realized Loss was allocated to such Class;


 


(x)           Tenth,
to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of that Class;


 


(xi)          Eleventh,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S and Class
B Certificates have been reduced to zero, to the Holders of the Class C Certificates, in reduction of the related Certificate
Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal
Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(xii)           Twelfth,
to the Holders of the Class C Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related
Realized Loss was allocated to such Class;


 


(xiii)          Thirteenth,
to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of that Class;


 


(xiv)          Fourteenth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5. Class A-AB, Class A-S, Class
B and Class C Certificates have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the related
Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of
such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced
to zero;


 


(xv)          Fifteenth,
to the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related
Realized Loss was allocated to such Class;


 


(xvi)         Sixteenth,
to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of that Class;


 


(xvii)        Seventeenth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5. Class A-AB, Class A-S, Class
B, Class C and Class D Certificates have been reduced to zero, to the Holders of the Class E Certificates, in


 



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 reduction of the
related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced
to zero;


 


(xviii)       Eighteenth,
to the Holders of the Class E Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related
Realized Loss was allocated to such Class;


 


(xix)          Nineteenth,
to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of that Class;


 


(xx)           Twentieth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5. Class A-AB, Class A-S, Class
B, Class C, Class D and Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates, in reduction
of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less
the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance
is reduced to zero;


 


(xxi)          Twenty-First,
to the Holders of the Class F Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related
Realized Loss was allocated to such Class;


 


(xxii)         Twenty-Second,
to the Holders of the Class G Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of that Class;


 


(xxiii)        Twenty-Third,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5. Class A-AB, Class A-S, Class
B, Class C, Class D, Class E and Class F Certificates have been reduced to zero, to the Holders of the Class G Certificates, in
reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution
Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate
Balance is reduced to zero;


 


(xxiv)        Twenty-Fourth,
to the Holders of the Class G Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related
Realized Loss was allocated to such Class;


 


(xxv)         Twenty-Fifth,
to the Holders of the Class H Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of that Class;


 


(xxvi)        Twenty-Sixth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5. Class A-AB, Class A-S, Class
B, Class C, Class D,


 



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 Class E, Class F and Class G Certificates have been reduced to zero, to the Holders of the Class H Certificates,
in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution
Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate
Balance is reduced to zero;


 


(xxvii)       Twenty-Seventh,
to the Holders of the Class H Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related
Realized Loss was allocated to such Class;


 


(xxviii)      Twenty-Eighth,
to the Holders of the Class J Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of that Class;


 


(xxix)        Twenty-Ninth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5. Class A-AB, Class A-S, Class
B, Class C, Class D, Class E, Class F, Class G and Class H Certificates have been reduced to zero, to the Holders of the Class
J Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for
such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until
the related Certificate Balance is reduced to zero;


 


(xxx)         Thirtieth,
to the Holders of the Class J Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related
Realized Loss was allocated to such Class; and


 


(xxxi)        Last,
to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest, in the amount of any remaining
portion of the Available Funds for such Distribution Date on deposit in the Upper-Tier REMIC Distribution Account.


 


Notwithstanding
the foregoing, on each Distribution Date occurring on and after the Cross-Over Date, in place of the allocation of principal payments
described in clause (ii) above, remaining Available Funds at such level shall be distributed up to an amount equal to the Principal
Distribution Amount for such Distribution Date to the respective Holders of Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5 and Class A-AB Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective
Certificate Balances (and the schedule for the Class A-AB principal distributions shall be disregarded). Any remaining Available
Funds will then be allocated as provided in clauses (iii) through (xxxi) above.


 


All
distributions of interest made in respect of a Class of the Class X Certificates on any Distribution Date pursuant to this Section
4.01(b), shall be deemed to have been made: (x) if there is only one Component of such Class, in respect of such Component;
and (y) if there are multiple Components of such Class, in respect of all such Components, pro rata in accordance with
the respective amounts of interest that would be payable on such Components on such Distribution Date based on one-twelfth of
the Class X Strip Rate of each such Component


 



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 multiplied by its respective Component Notional Amount, reduced by its share of
any Excess Prepayment Interest Shortfall for such Distribution Date, together with any amounts thereof remaining unpaid from previous
Distribution Dates.


 


(c)       On
each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the amounts
on deposit therein, to the extent of the VRR Available Funds for such Distribution Date, and shall distribute such amounts to
the Holders of the Class VRR Certificates and the Class R Certificates in accordance with the following paragraph. In connection
therewith, for federal income tax purposes, the amounts distributed with respect to the Class VRR Certificates on any Distribution
Date in accordance with the following paragraph shall be deemed to have first been transferred to the Grantor Trust in respect
of the Class VRR Upper-Tier Regular Interest for the following purposes and in the following order of priority:


 


(i)       First,
to make distributions of interest on the Class VRR Upper-Tier Regular Interest, up to an amount equal to the VRR Interest Distribution
Amount for such Distribution Date;


 


(ii)       Second,
to make distributions in reduction of the Certificate Balance of the Class VRR Upper-Tier Regular Interest, up to an amount equal
to the VRR Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance of the Class VRR
Upper-Tier Regular Interest has been reduced to zero; and


 


(iii)      Third,
to reimburse (with interest) prior write-offs of the Certificate Balance of the Class VRR Upper-Tier Regular Interest, up to an
amount equal to the unreimbursed VRR Realized Losses previously allocated to the Class VRR Upper-Tier Regular Interest, plus interest
in an amount equal to the VRR Realized Loss Interest Distribution Amount for such Distribution Date.


 


On
each Distribution Date, the Certificate Administrator shall apply the VRR Available Funds for such Distribution Date to make distributions
to the Holders of the VRR Interest for the following purposes and in the following order of priority:


 


(i)       First,
distributions of interest on the VRR Interest, up to an amount equal to the VRR Interest Distribution Amount for such Distribution
Date;


 


(ii)       Second,
distributions in reduction of the Certificate Balance of the VRR Interest, up to an amount equal to the VRR Principal Distribution
Amount for such Distribution Date, until the outstanding Certificate Balance of the VRR Interest has been reduced to zero; and


 


(iii)      Third,
reimbursements (with interest) of prior write-offs of the Certificate Balance of the VRR Interest, up to an amount equal to the
unreimbursed VRR Realized Losses previously allocated to the VRR Interest, plus interest in an amount equal to the VRR Realized
Loss Interest Distribution Amount for such Distribution Date;




 



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provided
that, with respect to any Distribution Date, to the extent that the VRR Available Funds for such Distribution Date exceeds
the distributions to the Holders of the VRR Interest on such Distribution Date pursuant to the immediately preceding clauses
(i) through (iii), the Certificate Administrator shall distribute such excess to the Holders of the Class R Certificates in
respect of the Upper-Tier Residual Interest.


 


(d)       On
each Distribution Date, until the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates and the Certificate
Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D and Class
E Certificates have been reduced to zero, amounts on deposit in the Upper-Tier REMIC Distribution Account that represent the Non-Vertically
Retained Percentage of each Yield Maintenance Charge (such portion of any Yield Maintenance Charge, a “Non-Vertically
Retained Yield Maintenance Charge”) collected on the Mortgage Loans during the related Collection Period (or, in the
case of any Outside Serviced Mortgage Loan(s), that accompanied a Principal Prepayment included in the Aggregate Available Funds
for such Distribution Date) shall be distributed by the Certificate Administrator to the Holders of the respective Classes of
Non-Vertically Retained Regular Certificates (excluding the Class X-F, Class X-G, Class X-H, Class X-J, Class F, Class G, Class
H and Class J Certificates) as follows: (A) first such Non-Vertically Retained Yield Maintenance Charge shall be allocated between
(i) the group (the “YM Group A”) of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class X-A and Class A-S Certificates, (ii) the group (the “YM Group BC”) of the Class X-B, Class B and Class
C Certificates and (iii) the group (the “YM Group DE” and, collectively with the YM Group A and the YM Group
BC, the “YM Groups”) of the Class X-D, Class D and Class E Certificates, pro rata based on the aggregate
amount of principal distributed with respect to the Class or Classes of Non-Vertically Retained Principal Balance Certificates
in each YM Group on such Distribution Date, and (B) then, the portion of such Non-Vertically Retained Yield Maintenance Charge
allocated to each YM Group shall be further allocated as among the Classes of Non-Vertically Retained Regular Certificates in
such YM Group, in the following manner: (1) each Class of Non-Vertically Retained Principal Balance Certificates in such YM Group
shall entitle the applicable Certificateholders to receive on the applicable Distribution Date that portion of such Non-Vertically
Retained 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 Non-Vertically Retained Principal Balance Certificates on such Distribution Date, and the denominator
of which is the total amount of principal distributed to all of the Non-Vertically Retained 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
Non-Vertically Retained Principal Balance Certificates and (z) the portion of such Non-Vertically Retained Yield Maintenance Charge
allocated to such YM Group; and (2) the portion of such Non-Vertically Retained Yield Maintenance Charge allocated to such YM
Group on any Distribution Date and remaining after such distributions with respect to the Non-Vertically Retained Principal Balance
Certificates contemplated by the preceding clause (1) shall be distributed to the Class of Class X Certificates in such YM Group.
If there is more than one Class of Non-Vertically Retained Principal Balance Certificates in any YM Group entitled to distributions
of principal on any particular Distribution Date on which Non-Vertically Retained Yield Maintenance Charges are distributable
to such Classes, then the aggregate portion of such Non-Vertically Retained Yield Maintenance Charges allocated to such YM Group
shall be allocated among all such Classes of Non-Vertically Retained Principal


 



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 Balance Certificates up to, and on a pro rata
basis in accordance with, their respective entitlements in those Non-Vertically Retained Yield Maintenance Charges in accordance
with the preceding sentence.


 


Notwithstanding
the foregoing provisions of this Section 4.01(d), on each Distribution Date after the Class X-A Notional Amount, the Class
X-B Notional Amount and the Class X-D Notional Amount and the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates have been reduced to zero, all amounts
on deposit in the Upper-Tier REMIC Distribution Account that represent Non-Vertically Retained Yield Maintenance Charges collected
on the Mortgage Loans during the related Collection Period (or, in the case of any Outside Serviced Mortgage Loan(s), that accompanied
a Principal Prepayment included in the Aggregate Available Funds for such Distribution Date) shall be distributed by the Certificate
Administrator to the Holders of the Class F, Class G, Class H and Class J Certificates (collectively, the “Subordinate
YM Certificates”) as follows: each such Class of Subordinate YM Certificates shall entitle the applicable Certificateholders
to receive on the applicable Distribution Date that portion of such Non-Vertically Retained 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 Subordinate YM Certificates
on such Distribution Date, and the denominator of which is the total amount of principal distributed to all of the Subordinate
YM Certificates on such Distribution Date, and (y) the total amount of Non-Vertically Retained Yield Maintenance Charges to be
distributed on such Distribution Date. If there is more than one Class of Subordinate YM Certificates entitled to distributions
of principal on any particular Distribution Date on which the Non-Vertically Retained Yield Maintenance Charges are distributable
to such Classes, then the aggregate amount of such Non-Vertically Retained Yield Maintenance Charges shall be allocated among
all such Classes of Subordinate YM Certificates up to, and on a pro rata basis in accordance with, their respective entitlements
in those Non-Vertically Retained Yield Maintenance Charges in accordance with the preceding sentence of this paragraph.


 


On
each Distribution Date, amounts on deposit in the Upper-Tier REMIC Distribution Account that represent the Vertically Retained
Percentage of each Yield Maintenance Charge collected on the Mortgage Loans during the related Collection Period (or, in the case
of any Outside Serviced Mortgage Loan(s), that accompanied a Principal Prepayment included in the Aggregate Available Funds for
such Distribution Date) shall be distributed by the Certificate Administrator to the Holders of the VRR Interest.


 


Any
portion of a Yield Maintenance Charge that is distributed to Holders of the Non-Vertically Retained Regular Certificates on any
Distribution Date shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect
of the Lower-Tier Regular Interests (exclusive of the Class LVRR Lower-Tier Regular Interest) then receiving a principal distribution,
pro rata, based on the respective amounts of those principal distributions. Any portion of a Yield Maintenance Charge that
is distributed to the Holders of the VRR Interest on any Distribution Date shall be deemed to have first been distributed from
the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LVRR Lower-Tier Regular Interest and then from the Upper-Tier
REMIC to the Grantor Trust in respect of the Class VRR Upper-Tier Regular Interest.


 






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(e)       On
each Master Servicer Remittance Date, the Certificate Administrator shall determine if the Available Funds for such Distribution
Date (determined without regard to the inclusion of any Excess Liquidation Proceeds therein) would be sufficient to pay all interest
and principal due and owing to, and to reimburse (with interest thereon) all previously allocated Realized Losses reimbursable
to, the Holders of the Non-Vertically Retained Regular Certificates on such Distribution Date pursuant to Section 4.01(b).
If the Certificate Administrator determines that such Available Funds (as so determined) would not be sufficient to make such
payments and reimbursements, then the Certificate Administrator shall withdraw from the Excess Liquidation Proceeds Reserve Account
and deposit in the Lower-Tier REMIC Distribution Account on the applicable Master Servicer Remittance Date an amount (to be included
in the Aggregate Available Funds for the related Distribution Date for allocation between the Vertically Retained Certificates
and the Non-Vertically Retained Regular Certificates) equal to the lesser of (i) all amounts then on deposit in the Excess Liquidation
Proceeds Reserve Account and (ii) the sum of (A) the amount of the applicable insufficiency in such Available Funds and (B) the
VRR Allocation Percentage of the amount described in the immediately preceding sub-clause (A). The Certificate Administrator may
also withdraw funds from the Excess Liquidation Proceeds Reserve Account in order to make distributions to the Holders of the
Class R Certificates in accordance with the last sentence of Section 3.05(c) of this Agreement.


 


(f)       The
Certificate Balance of each Class of Non-Vertically Retained Principal Balance Certificates will be reduced without distribution
on any Distribution Date, as a write-off, to the extent of any Realized Loss allocated to such Class of Certificates, on such
Distribution Date. On each Distribution Date, any Realized Loss for such Distribution Date will be allocated to the following
Classes of Non-Vertically Retained Principal Balance Certificates in the following order, until the Certificate Balance of each
such Class of Certificates is reduced to zero: first, to the Class J Certificates; second, to the Class H Certificates;
third, to the Class G Certificates; fourth, to the Class F Certificates; fifth, to the Class E Certificates;
sixth, to the Class D Certificates; seventh, to the Class C Certificates; eighth, to the Class B Certificates;
ninth, to the Class A-S Certificates; and, finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates,
(iii) Class A-3 Certificates, (iv) Class A-4 Certificates, (iv) Class A-5 Certificates and (vi) Class A-AB Certificates based
on their respective Certificate Balances.


 


On
each Distribution Date, any VRR Realized Loss for such Distribution Date shall be allocated to the Class VRR Upper-Tier Regular
Interest; and, in connection therewith, the Certificate Balance of the Class VRR Upper-Tier Regular Interest will be reduced without
distribution, as a write-off, to the extent of such VRR Realized Loss. If any VRR Realized Loss is so allocated to the Class VRR
Upper-Tier Regular Interest on any Distribution Date, then such VRR Realized Loss shall, in turn, be allocated to the VRR Interest
in reduction of the Certificate Balance thereof until the Certificate Balance thereof is reduced to zero.


 


On
each Distribution Date, following the deemed distributions of principal or in reimbursement (with interest) of previously allocated
Realized Losses or VRR Realized Losses, as applicable, deemed made in respect of the Lower-Tier Regular Interests pursuant to
Section 4.01(a)(ii), the Lower-Tier Principal Balance of each Lower-Tier Regular Interest (after taking account of such
deemed distributions) shall be deemed reduced as a result of Realized


 



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 Losses or VRR Realized Losses, as applicable, to equal the
Certificate Balance of its Corresponding Certificates (or, in the case of the Class LVRR Lower-Tier Regular Interest, the Certificate
Balance of the Class VRR Upper-Tier Regular Interest) that will be outstanding immediately following such Distribution Date.


 


The
Notional Amount of the Class X-A Certificates and the Component Notional Amounts of the Class X-A Components will be reduced to
reflect reductions of the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB and Class
A-S Certificates and of the Lower-Tier Principal Balances of the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class
LA-AB and Class LA-S Lower-Tier Regular Interests, in any event resulting from allocations of Realized Losses. The Notional Amount
of the Class X-B Certificates and the Component Notional Amounts of the Class X-B Components will be reduced to reflect reductions
of the Certificate Balances of the Class B and Class C Certificates and of the Lower-Tier Principal Balances of the Class LB and
Class LC Lower-Tier Regular Interests, in any event resulting from allocations of Realized Losses. The Notional Amount of the
Class X-D Certificates and the Component Notional Amounts of the Class X-D Components will be reduced to reflect reductions of
the Certificate Balances of the Class D and Class E Certificates and of the Lower-Tier Principal Balances of the Class LD and
Class LE Lower-Tier Regular Interests, in any event resulting from allocations of Realized Losses. The Notional Amount of the
Class X-F Certificates and the Component Notional Amount of the Class X-F Component will be reduced to reflect reductions of the
Certificate Balance of the Class F Certificates and of the Lower-Tier Principal Balance of the Class LF Lower-Tier Regular Interest,
in any event resulting from allocations of Realized Losses. The Notional Amount of the Class X-G Certificates and the Component
Notional Amount of the Class X-G Component will be reduced to reflect reductions of the Certificate Balance of the Class G Certificates
and of the Lower-Tier Principal Balance of the Class LG Lower-Tier Regular Interest, in any event resulting from allocations of
Realized Losses. The Notional Amount of the Class X-H Certificates and the Component Notional Amount of the Class X-H Component
will be reduced to reflect reductions of the Certificate Balance of the Class H Certificates and of the Lower-Tier Principal Balance
of the Class LH Lower-Tier Regular Interest, in any event resulting from allocations of Realized Losses. The Notional Amount of
the Class X-J Certificates and the Component Notional Amount of the Class X-J Component will be reduced to reflect reductions
of the Certificate Balance of the Class J Certificate and of the Lower-Tier Principal Balance of the Class LJ Lower-Tier Regular
Interest, in any event resulting from allocations of Realized Losses.


 


(g)       Distributions
in reimbursement of Realized Losses or VRR Realized Losses, as applicable, previously allocated to the respective Classes of the
Principal Balance Certificates and deemed distributions in reimbursement of VRR Realized Losses previously allocated to the Class
VRR Upper-Tier Regular Interest shall be made in the amounts and manner specified in Section 4.01(b) or Section 4.01(c),
as applicable. If and to the extent that any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal
collections on the Mortgage Loans (including REO Mortgage Loans) and previously resulted in a reduction of the Aggregate Principal
Distribution Amount are subsequently recovered on the related Mortgage Loan or REO Property, then (on the Distribution Date related
to the Collection Period during which the recovery occurred): (i) the Non-Vertically Retained Percentage of the amount of such
recovery will be added to the Certificate Balance(s) of the Class or Classes of Non-Vertically Retained Principal Balance Certificates
that previously


 



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 were allocated Realized Losses, in the same sequential order as distributions pursuant to Section 4.01(b)
of this Agreement, in each case up to the lesser of (A) the unallocated portion of the Non-Vertically Retained Percentage of the
amount of such recovery and (B) the amount of the unreimbursed Realized Losses previously allocated to the subject Class of Non-Vertically
Retained Principal Balance Certificates, and the Interest Shortfall with respect to each affected Class of Non-Vertically Retained
Regular Certificates for the next Distribution Date will be increased by the aggregate amount of interest that would have accrued
through the then current Distribution Date if the restored write-down for such reimbursed Class of Non-Vertically Retained Principal
Balance Certificates had never been written down; and (ii) the Vertically Retained Percentage of the amount of such recovery will
be added to the Certificate Balance of the Class VRR Upper-Tier Regular Interest (and, accordingly, the VRR Interest) up to the
lesser of (A) the Vertically Retained Percentage of the amount of such recovery and (B) the amount of the unreimbursed VRR Realized
Losses previously allocated to the Class VRR Upper-Tier Regular Interest (and, accordingly, the VRR Interest), and the interest
payable on the Class VRR Upper-Tier Regular Interest (and, accordingly, the VRR Interest) will be deemed increased by the VRR
Allocation Percentage of any contemporaneous increases in interest payable on the Non-Vertically Retained Regular Certificates
pursuant to clause (i) of this sentence. To the extent that the Certificate Balance of, and/or any interest payable on,
any Class of Regular Certificates or any Component thereof or the Class VRR Upper-Tier Regular Interest is so increased or deemed
increased, an identical increase shall be deemed made to the Lower-Tier Principal Balance of, and any interest payable on, the
Corresponding Lower-Tier Regular Interest. If the Certificate Balance of the Class VRR Upper-Tier Regular Interest is increased
as contemplated above in this paragraph, then the Certificate Balance of the VRR Interest shall be increased by such increase
in the Certificate Balance of the Class VRR Upper-Tier Regular Interest. If the Certificate Balance of any Class of Principal
Balance Certificates or the Class VRR Upper-Tier Regular Interest (or the Lower-Tier Principal Balance of any Lower-Tier Regular
Interest) is so increased, the amount of unreimbursed Realized Losses or VRR Realized Losses, as applicable, of such Class of
Principal Balance Certificates or the Class VRR Upper-Tier Regular Interest (or such Lower-Tier Regular Interest), as the case
may be, shall be decreased by such amount, and any interest accrued on the amount of unreimbursed Realized Losses or VRR Realized
Losses, as applicable, so decreased shall be deemed not to exist.


 


(h)       All
amounts distributable, or reductions allocable on account of Realized Losses or VRR Realized Losses, to a Class of Certificates
pursuant to this Section 4.01 on each Distribution Date shall be allocated pro rata among the outstanding Certificates
in each such Class based on their respective Percentage Interests. Such distributions shall be made by the Certificate Administrator
on each Distribution Date other than the Termination Date to each Certificateholder of record at the close of business on the
related Record Date by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other
entity located in the United States and having appropriate facilities to accept such funds, if such Certificateholder has provided
the Certificate Administrator with written 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 distributions), or otherwise
by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate


 



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 Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of
the final distribution. The Certificate Administrator shall be responsible for making all distributions on the Certificates contemplated
hereunder.


 


(i)       Except
as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate Administrator shall,
no later than the fifteenth day of the month preceding the month in which the final distribution with respect to any Class of
Certificates is expected to be made (or, if the Certificate Administrator has not received notice of such Anticipated Termination
Date by such time, promptly following the Certificate Administrator’s receipt of such notice), mail to each Holder of such
Class of Certificates, on such date a notice to the effect that:


 


(i)       the
Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with
respect to such Class of Certificates will be made on such Distribution Date, but only upon presentation and surrender of such
Certificates at the office of the Certificate Administrator therein specified, and


 


(ii)       if
such final distribution is made on such Distribution Date, no interest shall accrue on such Class of Certificates, or on the Corresponding
Lower-Tier Regular Interest, from and after such Distribution Date;


 


provided,
however, that the Class R Certificates shall remain outstanding until there is no other Class of Certificates outstanding.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust for the benefit of
the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section
4.01(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 to receive the final distribution with respect thereto. If within one year after the second notice not all of
such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The
costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. Subject
to applicable state law with respect to escheatment of funds, if within two years after the second notice any such Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable
to the Holders thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until
the earlier of (i) its termination as Certificate Administrator hereunder and the transfer of such amounts to a successor Certificate
Administrator and (ii) the termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No
interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final


 



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 payment thereof in accordance
with this Section 4.01(i). Any funds not distributed on such Distribution Date shall be set aside and held uninvested in
trust for the benefit of Certificateholders not presenting and surrendering their Certificates in the aforesaid manner.


 


(j)       The
Non-Vertically Retained Percentage of the Excess Prepayment Interest Shortfall, if any, for each Distribution Date will be allocated
among the various Classes of Non-Vertically Retained Regular Certificates, pro rata, based upon the respective Interest
Accrual Amounts with respect to such Classes of Non-Vertically Retained Regular Certificates for such Distribution Date, and the
Vertically Retained Percentage of the Excess Prepayment Interest Shortfall, if any, for each Distribution Date will be deemed
allocated to the Class VRR Upper-Tier Regular Interest (and, accordingly, the VRR Interest). The portion of any Excess Prepayment
Interest Shortfall for any Distribution Date so allocable to a Class of Class X Certificates shall, in turn, be allocated among
the various Components of such Class of Class X Certificates, pro rata, based upon the respective amounts of Accrued Component
Interest with respect to such Components for such Distribution Date. The portion of any Excess Prepayment Interest Shortfall for
any Distribution Date so allocated to any Class of Non-Vertically Retained Principal Balance Certificates, the Class VRR Upper-Tier
Regular Interest or any Component of a Class of Class X Certificates shall be deemed to have first been allocated to the Corresponding
Lower-Tier Regular Interest for such Class of Non-Vertically Retained Principal Balance Certificates, the Class VRR Upper-Tier
Regular Interest or such Component, as applicable.


 


(k)       On
each Distribution Date, the Certificate Administrator shall withdraw from the Excess Interest Distribution Account any amounts
on deposit therein that represent Excess Interest received during the related Collection Period (or, in the case of an ARD Mortgage
Loan that is an Outside Serviced Mortgage Loan, received as of the close of business on the Business Day immediately preceding
the related Master Servicer Remittance Date and not previously distributed) with respect to the ARD Mortgage Loans and shall distribute
such Excess Interest: (i) to the Holders of the Class S Certificates in an amount equal to the Non-Vertically Retained Percentage
of such Excess Interest; and (ii) to the Holders of the VRR Interest in an amount equal to the Vertically Retained Percentage
of such Excess Interest.


 


(l)       The
various amounts distributable on any Class of Certificates on any Distribution Date pursuant to multiple subsections of, or multiple
clauses of any subsection of, this Section 4.01 shall be so distributed in a single, aggregate distribution to the Holders
of such Class of Certificates on such Distribution Date.


 


Section
4.02           Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer.


 


(a)       Based
on loan-level information received from the Master Servicer and any other applicable Persons, on each Distribution Date, the Certificate
Administrator shall provide or make available a report, including reports in substantially the form attached hereto as Exhibit
D (the “Distribution Date Statement”), setting forth, among other things, the following information:


 






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(A)       the
amount of distributions, if any, made on such Distribution Date to the holders of each Class of Principal Balance Certificates
and applied to reduce the respective Certificate Balance thereof;


 


(B)       the
amount of distributions, if any, made on such Distribution Date to the Holders of each Class of Certificates allocable to (A)
an Interest Distribution Amount (or, if applicable, the VRR Interest Distribution Amount), (B) Yield Maintenance Charges and (C)
Excess Interest;


 


(C)       the
amount of any distributions made on such Distribution Date to the Holders of the Class R Certificates;


 


(D)       the
aggregate amount of outstanding P&I Advances with respect to each Mortgage Loan as of the related Determination Date, and
the total outstanding other or miscellaneous advances (excluding P&I Advances and tax and insurance advances) with respect
to each Mortgage Loan as of the related Determination Date;


 


(E)       the
aggregate amount of Servicing Fees retained by or paid to the Master Servicer and Special Servicing Compensation retained by or
paid to the Special Servicer in respect of the related Due Period, Collection Period or Interest Accrual Period, as applicable;


 


(F)       the
aggregate Stated Principal Balance of the Mortgage Loans immediately before and after such Distribution Date and the percentage
of the Cut-Off Date Balance of the Mortgage Loans which remains outstanding immediately after such Distribution Date;


 


(G)       the
number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the outstanding
Mortgage Loans, at the close of business on the related Determination Date;


 


(H)       as
of the Determination Date, the number and aggregate unpaid principal balance of Mortgage Loans (A) delinquent one month, (B) delinquent
two months, (C) delinquent three months, (D) delinquent four months or more, (E) that are Specially Serviced Loans but are not
delinquent or (F) as to which foreclosure proceedings have been commenced;


 


(I)         the
aggregate Stated Principal Balance of Mortgage Loans as to which the related Mortgagor is subject or is expected to be subject
to a bankruptcy proceeding;


 


(J)         with
respect to any Mortgage Loan as to which the related Mortgaged Property became an REO Property (including with respect to the
Outside Serviced Mortgage Loans) during the related Collection Period, the Stated Principal Balance and unpaid principal balance
of such Mortgage Loan as of the date such Mortgaged Property became an REO Property and the most



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 recently determined Appraised
Value and date upon which the Appraisal was performed;


 


(K)       as
to any Mortgage Loan repurchased, substituted for or otherwise liquidated or disposed of during the related Collection Period,
the Loan Number thereof and the amount of any Liquidation Proceeds and/or other amounts, if any, received thereon during the related
Collection Period and the portion thereof included in the Aggregate Available Funds for such Distribution Date;


 


(L)       with
respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) included in the Trust Fund as of the
close of business on the last day of the related Collection Period, the Loan Number of the related Mortgage Loan, the book value
of such REO Property and the amount of any income collected with respect to such REO Property (net of related expenses) and other
amounts, if any, received on such REO Property during the related Collection Period and the portion thereof included in the Aggregate
Available Funds for such Distribution Date and the most recently determined Appraised Value and date upon which the Appraisal
was performed;


 


(M)      with
respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) sold or otherwise disposed of during
the related Collection Period, the Loan Number of the related Mortgage Loan, and the amount of Liquidation Proceeds and other
amounts, if any, received in respect of such REO Property during the related Collection Period, the portion thereof included in
the Aggregate Available Funds for such Distribution Date and the balance of the Excess Liquidation Proceeds Reserve Account for
such Distribution Date;


 


(N)       the
Interest Distribution Amount in respect of each Class of Non-Vertically Retained Regular Certificates for such Distribution Date,
and the VRR Interest Distribution Amount for such Distribution Date;


 


(O)       any
unpaid Interest Distribution Amount in respect of each Class of Non-Vertically Retained Regular Certificates after giving effect
to the distributions made on such Distribution Date;


 


(P)        the
Pass-Through Rate for each Class of Non-Vertically Retained Regular Certificates for such Distribution Date;


 


(Q)       the
original Certificate Balance or Notional Amount as of the Closing Date and the Certificate Balance or Notional Amount, as the
case may be, of each Class of Non-Vertically Retained Regular Certificates and the VRR Interest immediately before and immediately
after such Distribution Date, separately identifying any reduction in the Certificate Balance or Notional Amount, as the case
may be, of each such Class of Certificates due to Realized Losses or VRR Realized Losses, as applicable;


 






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(R)       the
Certificate Factor for each Class of Principal Balance Certificates and Class X Certificates immediately following such Distribution
Date;


 


(S)       the
Principal Distribution Amount and Aggregate Principal Distribution Amount for such Distribution Date;


 


(T)       the
aggregate amount of Principal Prepayments made during the related Collection Period, and the aggregate amount of any Prepayment
Interest Excesses received and Prepayment Interest Shortfalls incurred in connection therewith;


 


(U)       the
aggregate amount of losses on Mortgage Loans and Additional Trust Fund Expenses, if any, incurred with respect to the Trust Fund
during the related Collection Period, and any Realized Loss and VRR Realized Loss for such Distribution Date;


 


(V)       any
Appraisal Reduction Amounts and any Collateral Deficiency Amount on a loan-by-loan basis, and the total Appraisal Reduction Amounts,
Collateral Deficiency Amounts and Cumulative Appraisal Reduction Amount as of the related Determination Date;


 


(W)       identification
of any material modification, extension or waiver of a Mortgage Loan;


 


(X)       identification
of any material breach of the representations and warranties given with respect to a Mortgage Loan by the applicable Mortgage
Loan Seller;


 


(Y)       the
identity of the Operating Advisor;


 


(Z)       the
amount of the Operating Advisor Fee, the Trustee/Certificate Administrator Fee and the CREFC® Intellectual Property
Royalty License Fee paid with respect to such Distribution Date;


 


(AA)    an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the
related Collection Period;


 


(BB)
   the identity of the Controlling Class;


 


(CC)
   the identity of the Controlling Class Representative;


 


(DD)    such
additional information as contemplated by Exhibit D to this Agreement; and


 


(EE)
   the information required by Rule 15Ga-1(a), as promulgated under the Exchange Act, concerning all assets of the Trust Fund that
were


 



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 subject of a demand to repurchase or replace for breach of the representations and warranties in any of the Mortgage Loan
Purchase Agreements.


 


In
the case of information furnished pursuant to subclauses (A), (B), (C) and (Q) above, the amounts shall be expressed as a dollar
amount in the aggregate for all Certificates of each applicable Class and per single Certificate of a specified minimum denomination.
The form of any Distribution Date Statement may change over time.


 


On
each Distribution Date, the Certificate Administrator shall make available via the Certificate Administrator’s Website to
each Holder of a Class R Certificate a copy of the reports made available to the other Certificateholders on such Distribution
Date and a statement setting forth the amounts, if any, actually distributed with respect to the Class R Certificates in respect
of the related Trust REMIC on such Distribution Date. Such obligation of the Certificate Administrator shall be deemed to have
been satisfied to the extent that it provided substantially comparable information pursuant to any requirements of the Code as
from time to time in force. Subject to any potential liability for willful misconduct, bad faith or negligence under Sections
6.01, 6.03, 8.01 or 8.05, applicable, none of the Master Servicer, the Special Servicer, the Trustee
or the Certificate Administrator shall be responsible for the accuracy or completeness of any information supplied to it by or
on behalf of a Mortgagor (or a third party on its behalf), any Mortgage Loan Seller (including the information in the Prospectus),
another party to this Agreement or a party to an Outside Servicing Agreement that is included in any reports, statements, materials
or information prepared or provided by it.


 


The
Certificate Administrator shall make available each month via the Certificate Administrator’s Website, to any Privileged
Person (or, in the case of item (vii) below, solely to Certificateholders and Certificate Owners, and provided that the
Prospectus, Distribution Date Statements, this Agreement, the Mortgage Loan Purchase Agreements and the Commission EDGAR filings
referred to below (collectively, the “Public Documents”) will be available to the general public, and provided further
that any Privileged Person that is a Borrower Party shall only be entitled to access the Public Documents, except as otherwise
provided herein with respect to the Special Servicer, any Controlling Class Certificateholder and the Controlling Class Representative),
the following items:


 


(i)       the
following “deal documents”:


 


(A)       the
Prospectus;


 


(B)       this
Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage
Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


(C)       CREFC®
Loan Setup File delivered to the Certificate Administrator by the Master Servicer;


 






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(ii)       the
following “Commission 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;


 


(iii)       the
following documents, which shall initially be made available under a tab or heading designated “periodic reports”:


 


(A)       the
Distribution Date Statements;


 


(B)       the
supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®
Investor Reporting Package (IRP)” (other than the CREFC® Loan Setup File), to the extent the Certificate
Administrator has received such report or file; and


 


(C)       all
Operating Advisor Annual Reports;


 


(iv)       the
following documents, which shall be made available under a tab or heading designated “additional documents”:


 


(A)       the
summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format pursuant to Section
3.21 of this Agreement;


 


(B)       any
inspection reports prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the
Certificate Administrator pursuant to Section 3.18 of this Agreement;


 


(C)       any
other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format; and


 


(D)       any
notice of the determination of an Appraisal Reduction Amount or Collateral Deficiency Amount with respect to any Mortgage Loan,
including the related CREFC® Appraisal Reduction Template;


 


(v)       the
following documents, which shall be made available under a tab or heading designated “special notices”:


 


(A)       notice
of any release based on an environmental release under this Agreement;


 


(B)       notice
of any waiver, modification or amendment of any term of any Mortgage Loan;


 


(C)       notice
of final payment on the Certificates;


 






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(D)       all
notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator or any notice to Certificateholders
of the termination of the Master Servicer or the Special Servicer;


 


(E)       notice
of termination or resignation of the Master Servicer or the Special Servicer;


 


(F)       notice
of resignation of the Trustee or the Certificate Administrator, and notice of the acceptance of appointment by the successor Trustee
or the successor Certificate Administrator, as applicable;


 


(G)       any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section
6.08(a) of this Agreement, the Operating Advisor pursuant to Section 7.06(b) of this Agreement or the Asset Representations
Reviewer pursuant to Section 11.05(b) of this Agreement;


 


(H)       any
notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related report
prepared by the Operating Advisor in connection with such recommendation;


 


(I)         notice
of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and notice of the acceptance of appointment
by the successor Operating Advisor or the successor Asset Representations Reviewer, as applicable;


 


(J)         notice
of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and a copy of any Final Asset
Review Report received by the Certificate Administrator;


 


(K)       any
notice of the termination of a sub-servicer with respect to Mortgage Loans representing 10% or more of the aggregate principal
balance of all the Mortgage Loans;


 


(L)        any
and all officer’s certificates and other evidence delivered to or by the Certificate Administrator to support its or the
Master Servicer’s, the Special Servicer’s, or the Trustee’s as the case may be, determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance;


 


(M)      notice
of the termination of the Trust;


 


(N)       any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred;


 


(O)       any
notice of the occurrence of an Operating Advisor Termination Event;


 






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(P)       any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(Q)       any
assessments of compliance delivered to the Certificate Administrator;


 


(R)       any
attestation reports delivered to the Certificate Administrator;


 


(S)       any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.07; and


 


(T)       any
Proposed Course of Action Notice;


 


(vi)      the
Investor Q&A Forum;


 


(vii)     solely
to Certificateholders and Certificate Owners that are Privileged Persons, the Investor Registry; and


 


(viii)    the
“Risk Retention” tab (which shall include, without limitation, any notice from the Depositor or the Retaining Sponsor
regarding non-compliance by CREFI or JPMCB with, or any other matter related to, Regulation RR);


 


provided
that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence
of an Excluded Mortgage 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 Mortgage Loan.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under one separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not any of the headings described in items (i) through (viii)
above) and made available to Privileged Persons other than any Excluded Controlling Class Holder (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 Mortgage Loan(s)). Notwithstanding the foregoing, nothing set forth in this Agreement shall prohibit
the Controlling Class Representative or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded
Information relating to any Excluded Controlling Class Mortgage Loan with respect to which the Controlling Class Representative
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such
Controlling Class Representative or Controlling Class Certificateholder via the Certificate Administrator’s Website, such
Controlling Class Representative or Controlling Class Certificateholder that is not a Borrower Party with respect to the related
Excluded Controlling Class Mortgage Loan shall be entitled to obtain (upon reasonable request) such information in accordance
with Section 4.02(e) of this Agreement.


 


Notwithstanding
any of the foregoing to the contrary, if the Special Servicer acquires knowledge that it is a Borrower Party with respect to any
Mortgage Loan or Serviced


 



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 Loan Combination, the Special Servicer shall nevertheless have access to the Certificate Administrator’s
Website; provided, that the Special Servicer (i) shall not, directly or indirectly provide any information related to any
Excluded Special Servicer Mortgage Loan (which shall include, without limitation, any Excluded Information related to such Excluded
Special Servicer Mortgage Loan) to (A) any related Borrower Party, (B) any employees or personnel of the Special Servicer or any
of its Affiliates involved in the management of any investment in any related Borrower Party or the related Mortgaged Property
or (C) to the extent known to the Special Servicer, any non-Affiliate that holds a direct or indirect ownership interest in any
related Borrower Party or the related Mortgaged Property, 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. Notwithstanding any provision
to the contrary herein, the Certificate Administrator shall not have any obligation to restrict access by the Special Servicer
or any Excluded Mortgage Loan Special Servicer to any information on the Certificate Administrator’s website related to
any Excluded Special Servicer Mortgage Loan.


 


Any
Person that is a Borrower Party shall be entitled to access (a) the Public Documents, and (b) in the case of the Controlling Class
Representative or a Controlling Class Certificateholder, if any such Person is an Excluded Controlling Class Holder, upon delivery
to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical
form of an Investor Certification substantially in the form of Exhibit M-1C and a notice in the form of Exhibit M-1F
hereto certifying to the effect that it is an Excluded Controlling Class Holder and upon delivery to the Certificate Administrator
in physical form of an investor certification substantially in the form of Exhibit M-1G, which shall include each of the
CitiDirect Login User ID associated with such Excluded Controlling Class Holder, all information (other than Excluded Information
related to the Excluded Controlling Class Mortgage 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 Excluded Controlling Class Mortgage Loan(s)
for which such Person is a Borrower Party)) available on the Certificate Administrator’s Website.


 


In
the case of the Controlling Class Representative or Controlling Class Certificateholder that is not an Excluded Controlling Class
Holder, upon delivery of an investor certification substantially in the form of Exhibit M-1B hereto certifying to the effect
that it is not an Excluded Controlling Class Holder, such Controlling Class Representative or a Controlling Class Certificateholder
shall be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer, Special Servicer,
Operating Advisor, Certificate Administrator and Trustee may each rely on (i) an Investor Certification in the form of Exhibit
M-1B hereto from the Controlling Class Representative or a Controlling Class Certificateholder to the effect that such Person
is not an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Mortgage Loan or (ii) an Investor Certification
in the form of Exhibit M-1C hereto from the Controlling Class Representative or a Controlling Class Certificateholder to
the effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Mortgage
Loan(s). In the event the Controlling Class Representative or a Controlling Class Certificateholder, as the case may be, 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 M-1F to
the effect that such party is an Excluded Controlling Class Holder with respect to the Excluded


 



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 Controlling Class Mortgage Loan(s)
listed in such notice and shall also provide the Certificate Administrator a notice substantially in the form of Exhibit M-1G
listing the CitiDirect Login User ID associated with such Excluded Controlling Class Holder and directing the Certificate
Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website
as and to the extent provided in this Agreement. Upon confirmation from the Certificate Administrator that such access has been
restricted, such Excluded Controlling Class Holder shall submit a new investor certification substantially in the form of Exhibit
M-1C (which certification shall include, among other things, an acknowledgement and agreement by such Excluded Controlling
Class Holder that it is prohibited from accessing and reviewing (and it agrees not to access and review) any Excluded Information
with respect to any Excluded Controlling Class Mortgage Loans for which it is a Borrower Party) 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 Mortgage 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 Excluded Controlling
Class Mortgage Loan(s) for which such Person is a Borrower Party) made available on the Certificate Administrator’s Website.
Any Excluded Information relating to an Excluded Controlling Class Mortgage Loan that the Master Servicer, the Special Servicer
or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate Administrator’s
Website shall be delivered to the Certificate Administrator via email to loandata@citi.com in one or more separate files
labeled “Excluded Information” followed by the applicable loan name and loan number, and the Certificate Administrator
shall segregate on the Certificate Administrator’s Website such Excluded Information on a separate excluded loan tab on
the Certificate Administrator’s website (and, if possible at a later time, on a loan-by-loan basis). Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator
shall be entitled to conclusively assume that the Controlling Class Representative and all Controlling Class Certificateholders
are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer, the Operating
Advisor or the Certificate Administrator, as applicable, has received notice from the Controlling Class Representative or a Controlling
Class Certificateholder that it has become an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer,
the Operating Advisor or the Certificate Administrator shall be liable for any communication to the Controlling Class Representative
or Controlling Class Certificateholder or disclosure of Excluded Information if the Master Servicer, the Special Servicer, the
Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written notice that the related Mortgage
Loan is an Excluded Controlling Class Mortgage Loan (including, in the case of the summary of any Asset Status Report or the summary
of any Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate Administrator’s
Website and/or any failure to label any such information provided to the Certificate Administrator).


 


Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on any certification delivered by the Controlling Class Representative or a Controlling Class Certificateholder, as applicable,
substantially in the form of Exhibit M-1B to the effect that such Person is no longer an Excluded Controlling Class Holder.
To the extent the Controlling Class Representative or a Controlling Class Certificateholder receives access pursuant to this Agreement
to any Excluded Information with respect to a related Excluded Controlling Class Mortgage Loan on the Certificate


 



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 Administrator’s
Website or otherwise receives access to such Excluded Information, such Controlling Class Representative or Controlling Class
Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any information related to
the Excluded Controlling Class Mortgage Loan to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C)
any employees or personnel of such Controlling Class Representative or Controlling Class Certificateholder, (D) any Affiliate
involved in the management of any investment in any related Borrower Party or the related Mortgaged Property or (E) to its actual
knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any 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 a Risk Retention Consultation Party or a Holder of any Class VRR Certificate receives access pursuant to this Agreement
to any information relating to an Excluded RRCP Mortgage Loan (or a Mortgage Loan with respect to which such Holder is a Borrower
Party) and/or the related Mortgaged Property (which shall include any Major Decision Reporting Package, Asset Status Reports,
Final Asset Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans conducted by the Special
Servicer or any Excluded Mortgage Loan Special Servicer and which may include any Operating Advisor reports delivered to the Certificate
Administrator regarding the Special Servicer’s net present value determination, Collateral Deficiency Amount determination
or any Appraisal Reduction Amount calculations, 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), whether on the Certificate Administrator’s Website or otherwise, such Risk Retention Consultation Party
or such Holder of a Class VRR Certificate, as applicable, shall be deemed to have agreed that it (i) will not provide any such
information to (A) the related Borrower Party, (B) any employees or personnel of such Risk Retention Consultation Party or such
Holder of a Class VRR Certificate 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 order to comply with the limitations 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 Excluded Mortgage Loan) shall be considered information that is aggregated with information
of other Mortgage Loans at a pool level. Notwithstanding anything to the contrary in this Agreement, a Risk Retention Consultation
Party will be permitted to share with any Holder of a Class VRR Certificate any Major Decision Reporting Package that such Risk
Retention Consultation Party has received in connection with the exercise of its consultation rights pursuant to Section 6.09(a).


 


The
Certificate Administrator makes no representations or warranties as to the accuracy or completeness of information provided pursuant
to this Section and assumes no responsibility therefor. In addition, the Certificate Administrator disclaims responsibility for
any information distributed by the Certificate Administrator for which it is not the original source. In connection with providing
access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and acceptance
of a disclaimer and may require a recipient


 



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 of any of the information set forth above (other than the Public Documents) to execute
a confidentiality agreement (which may be in the form of a web page “click-through”). The Certificate Administrator
shall not be liable for the dissemination of information in accordance with this Agreement. Notwithstanding anything herein to
the contrary, the Certificate Administrator shall not be liable for any disclosure of Excluded Information relating to an Excluded
Controlling Class Mortgage Loan to the extent such information was included in the summary of any Asset Status Report or the summary
of any Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate Administrator’s
Website and not properly identified as relating to an Excluded Controlling Class Mortgage Loan.


 


The
Certificate Administrator shall have no liability for access by an Excluded Controlling Class Holder to the Certificate Administrator’s
website of any information with respect to which such Excluded Controlling Class Holder is prohibited from accessing pursuant
to this Agreement if such Excluded Controlling Class Holder provided an Investor Certification but did not indicate it was a Borrower
Party.


 


The
Certificate Administrator shall provide assistance in using the Certificate Administrator’s Website through the Certificate
Administrator’s customer service desk at telephone number 1-888-855-9695.


 


The
Certificate Administrator may provide such information through means other than (and in lieu of) the Certificate Administrator’s
Website; provided that (i) the Depositor shall have consented to such alternative means and (ii) Certificateholders and
each of the Serviced Companion Loan Holders shall have received notice of such alternative means (which notice may be given via
the Certificate Administrator’s Website).


 


Any
Person that is a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Mortgagor shall
be entitled to access only the Prospectus, Distribution Date Statements, this Agreement, the Mortgage Loan Purchase Agreements
and the Commission EDGAR filings on the Certificate Administrator’s Website which are being made available to the general
public. The provisions in this Section shall not limit the Master Servicer’s ability to make accessible certain information
regarding the Mortgage Loans at a website maintained by the Master Servicer.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate and requests in writing, a statement containing the information
as to the applicable Class set forth in clauses (A), (B) and (C) of the description of Distribution Date Statements above, aggregated
for such calendar year or applicable portion thereof during which such person was a Certificateholder, together with such other
information as the Certificate Administrator 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.


 


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


 



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 Administrator’s Website, where Certificateholders
and Certificate Owners that are Privileged Persons may submit questions to (a) the Certificate Administrator relating to the Distribution
Date Statements, (b) the Master Servicer or the Special Servicer, as applicable, relating to the servicing reports prepared by
that party and being made available pursuant to this Section 4.02(a), the Mortgage Loans (excluding the Outside Serviced
Mortgage Loans) or the related Mortgaged Properties or (c) the Operating Advisor relating to the Operating Advisor Annual Reports
or other reports prepared by the Operating Advisor or actions by the Special Servicer referenced in such reports (collectively,
“Inquiries”), and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered,
together with the answers thereto. Upon receipt of an Inquiry for the Operating Advisor, the Master Servicer or the Special Servicer,
as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate Person and, in the case of an inquiry
relating to an Outside Serviced Mortgage Loan, to the applicable party under the related Outside Servicing Agreement, in each
case within a commercially reasonable period following receipt thereof.


 


Within
a commercially reasonable time following receipt of an Inquiry, the Certificate Administrator, the Operating Advisor, the Master
Servicer or the Special Servicer, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply
to the Inquiry, which reply of the Operating Advisor, the Master Servicer or Special Servicer shall be by e-mail to the Certificate
Administrator. In the case of an Inquiry relating to an Outside Serviced Mortgage Loan, the Certificate Administrator shall make
reasonable efforts to obtain an answer from the related Outside Servicer or the related Outside 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 following preparation
or receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website.
If the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer determines, in its respective
sole discretion, that (i) any Inquiry is 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, this Agreement (including requirements in respect of non-disclosure of Privileged Information) or the applicable Loan Documents,
(iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the
Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, (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, then it shall not be required to answer such Inquiry and, in the case
of the Operating Advisor, the Master Servicer or the Special Servicer, shall promptly notify the Certificate Administrator of
such determination. In addition, no party shall post or otherwise disclose any direct communications with the Directing Holder
or any Risk Retention Consultation Party (in its capacity as a 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. The Certificate Administrator shall not be required to post to the Certificate Administrator’s Website
any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial
in nature. The Investor Q&A Forum will not reflect questions, answers and other communications which are not submitted via
the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum shall be


 



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 attributable only to the
respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters, the Initial Purchasers or any of
their respective Affiliates. None of the Underwriters, Initial Purchasers, Depositor, any of their respective affiliates or any
other person will certify as to the accuracy of any of the information posted in the Investor Q&A Forum and no such person
will have any responsibility or liability for the content of any such information. No party to this Agreement shall disclose Privileged
Information in the Investor Q&A Forum.


 


The
Certificate Administrator 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 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 (b) it grants authorization to the Certificate Administrator
to make its name and contact information available on the Investor Registry for at least 45 days from the date of such certification
to other registered Certificateholders and registered Certificate Owners. 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) 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 45 days of its registration), the Certificate
Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator will not be responsible for verifying
or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any
information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor
Registry.


 


Notwithstanding
the foregoing, in no event shall any provision of this Agreement be construed to require the Master Servicer, the Special Servicer
or the Certificate Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC®
reports, inspection reports, reports required under each Co-Lender Agreement and other specific periodic reports otherwise required).
If the Master Servicer, the Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports,
it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.


 


Upon
filing with the IRS, the Certificate Administrator shall furnish to the Holders of the Class R Certificates the IRS Form 1066
for each Trust REMIC and shall furnish their respective Schedules Q thereto at the times required by the Code or the IRS, and
shall provide from time to time such information and computations with respect to the entries on such forms as any Holder of the
Class R Certificates may reasonably request.


 


The
specification of information to be furnished by the Certificate Administrator in this Section 4.02 (and any other terms
of this Agreement requiring or calling for delivery or reporting of information by the Certificate Administrator to Certificateholders
and Certificate Owners) shall not limit the Certificate Administrator in furnishing, and the Certificate Administrator is hereby
authorized to furnish, to any Privileged Person any other information (such other information, collectively, “Additional
Information”) with respect to the Mortgage Loans or Serviced Loan Combination, the Mortgaged Properties or the Trust
Fund as may be provided to it


 



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 by the Depositor, the Master Servicer or the Special Servicer or gathered by it in any investigation
or other manner from time to time, provided that (A) while there exists any Servicer Termination Event, any such Additional
Information shall only be furnished with the consent or at the request of the Depositor (except pursuant to clause (E) below or
to the extent such information is requested by a Certifying Certificateholder), (B) the Certificate Administrator shall be entitled
to indicate the source of all information furnished by it, and the Certificate Administrator may affix thereto any disclaimer
it deems appropriate in its sole discretion (together with any warnings as to the confidential nature and/or the uses of such
information as it may, in its sole discretion, determine appropriate), (C) the Certificate Administrator may notify any Privileged
Person of the availability of any such information in any manner as it, in its sole discretion, may determine, (D) the Certificate
Administrator shall be entitled (but not obligated) to require payment from each recipient of a reasonable fee for, and its out-of-pocket
expenses incurred in connection with, the collection, assembly, reproduction or delivery of any such Additional Information, and
(E) the Certificate Administrator shall be entitled to distribute or make available such Additional Information in accordance
with such reasonable rules and procedures as it may deem necessary or appropriate (which may include the requirement that an agreement
that provides such information shall be used solely for purposes of evaluating the investment characteristics or valuation of
the Certificates be executed by the recipient, if and to the extent the Certificate Administrator deems the same to be necessary
or appropriate). Nothing herein shall be construed to impose upon the Certificate Administrator any obligation or duty to furnish
or distribute any Additional Information to any Person in any instance, and the Certificate Administrator shall neither have any
liability for furnishing nor for refraining from furnishing Additional Information in any instance. The Certificate Administrator
shall be entitled (but not required) to request and receive direction from the Depositor as to the manner of delivery of any such
Additional Information, if and to the extent the Certificate Administrator deems necessary or advisable, and to require that any
consent, direction or request given to it pursuant to this Section be made in writing.


 


The
Depositor hereby authorizes the Certificate Administrator to, and the Certificate Administrator shall, make available to Bloomberg,
L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, Markit
Group Limited, RealINSIGHT or such other vendor chosen by the Depositor that submits to the Certificate Administrator a certification
in the form of Exhibit M-3 to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental
notices delivered or made available pursuant to this Section 4.02(a) to Privileged Persons.


 


(b)       No
later than the Business Day prior to each Distribution Date, subject to the third from last paragraph of this subsection (b),
the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator, the Operating Advisor and the Special
Servicer in electronic form mutually acceptable to the Certificate Administrator, the Operating Advisor, the Special Servicer
and the Master Servicer the following reports or information (and any other files as may be, or have been, adopted and promulgated
by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time to time): (1) a CREFC®
REO Status Report, (2) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report,
(3) CREFC® Total Loan Report, (4) the CREFC® Servicer Watch List/Portfolio Review Guidelines, (5)
the CREFC® Financial File, (6) the CREFC® Property File, (7) except for the first two Distribution
Dates, the CREFC® Comparative Financial Status Report,


 



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 (8) the CREFC® Loan Level Reserve/LOC Report,
(9) the CREFC® Advance Recovery Report and (10) the CREFC® Delinquent Loan Status Report.


 


With
respect to each Serviced Companion Loan that is held by an Other Securitization Trust, the Master Servicer shall deliver or cause
to be delivered to the related Other Servicer all reports required to be delivered by the Master Servicer to the Certificate Administrator
pursuant to this Section 4.02(b) (which shall include all loan-level reports constituting the CREFC® Investor Reporting
Package (IRP)), to the extent related to such Serviced Companion Loan, the related Mortgaged Property or the related Mortgage
Note, no later than the earlier of (x) the Master Servicer Remittance Date and (y) the Business Day immediately following the
“determination date” (or analogous concept) set forth in the related Other Pooling and Servicing Agreement.


 


No
later than the Business Day prior to each Distribution Date except for the first two Distribution Dates, the Master Servicer shall
deliver to the Certificate Administrator and the Operating Advisor (by electronic means) the CREFC® Comparative
Financial Status Report for each Mortgage Loan or related Mortgaged Property as of the Determination Date immediately preceding
the preparation of such report for each of the following three periods (but only to the extent the related Mortgagor is required
by the Mortgage to deliver and does deliver, or otherwise agrees to provide and does provide, such information): (a) the most
current available year-to-date; (b) each of the previous two full fiscal years stated separately (to the extent such information
is in the Master Servicer’s possession); and (c) the “base year” (representing the original analysis of information
used as of the Cut-Off Date).


 


The
Master Servicer shall provide to the Certificate Administrator the CREFC® Loan Setup File no later than 4:00 p.m.
on the third Business Day before the first Distribution Date to the extent it has received from the Mortgage Loan Sellers one
or more spreadsheets (with the data fields filled) containing the data necessary for the completion of the aggregate pool-wide
CREFC® Loan Setup File.


 


No
later than 2:00 p.m., New York City time, on the second Business Day prior to each Distribution Date, the Master Servicer shall
deliver to the Certificate Administrator (i) a CREFC® Loan Periodic Update File setting forth certain information
with respect to the Mortgage Loans and Mortgaged Properties and (ii) the CREFC® Appraisal Reduction Template, to the extent
received, or prepared pursuant to Section 3.10(a) of this Agreement, by the Master Servicer.


 


The
Master Servicer shall prepare the initial CREFC® Financial File and the initial CREFC® Loan Periodic
Update File based on the initial data with respect to each Mortgage Loan provided by the Mortgage Loan Sellers pursuant to the
respective Mortgage Loan Purchase Agreements.


 


No
later than the Business Day prior to each Distribution Date, the Master Servicer shall deliver to the Certificate Administrator
(and the Certificate Administrator shall deliver a copy to the Depositor by email to the Depositor’s email addresses set
forth in Section 12.04) a single CREFC® Schedule AL File (with respect to each Mortgage Loan that was part
of the Mortgage Pool during any portion of the related reporting period covered by the Form 10-D required to be filed with respect
to the subject Distribution Date pursuant to Section 10.04) and any related Schedule AL Additional File, in each case,
in the required format per Regulation AB and in Excel


 



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format; provided, however, that the Master Servicer shall have no
obligation to prepare or deliver the CREFC® Schedule AL File or the Schedule AL Additional File unless and until
the Depositor has delivered the items required pursuant to Section 2.01(j); and provided, further, that,
if the Master Servicer has not received the items required pursuant to Section 2.01(j) from the Depositor prior to the
time it would need such items in order for the Master Servicer to prepare the CREFC® Schedule AL File with respect
to the first Distribution Date, the Master Servicer shall request such items from the Depositor, including by email to the email
addresses for the Depositor set forth in Section 12.04. If the CREFC® Schedule AL File is not provided by
the Master Servicer to the Certificate Administrator by 5:00 p.m. (New York city time) on the Business Day prior to any Distribution
Date, the Certificate Administrator shall notify the Depositor in writing and also request such CREFC® Schedule
AL File from the Master Servicer via email to ssreports@wellsfargo.com. Any questions that the Depositor may have relating to
any CREFC® Schedule AL File and Schedule AL Additional File prepared by the Master Servicer shall be directed to
ssreports@wellsfargo.com. The Master Servicer shall be entitled to conclusively rely, absent manifest error, without any due diligence,
investigation or verification, on: (1) the content, completeness and accuracy of the Initial Schedule AL File, the Initial Schedule
AL Additional File and Annex A to the Prospectus, in each case, as of the Closing Date; and (2) the compliance, as of the Closing
Date, of the Initial Schedule AL File and the Initial Schedule AL Additional File with any applicable requirements of Items 1111(h)
and 1125 of Regulation AB and Items 601(b)(102) and 601(b)(103) of Regulation S-K, in each case as in effect on the Closing Date
and only to the extent such requirements relate to filings required to be made in connection with the Preliminary Prospectus and
the Prospectus. Any Schedule AL Additional File that the Master Servicer determines, in accordance with the Servicing Standard,
to deliver in connection with any CREFC® Schedule AL File prepared by the Master Servicer pursuant to this paragraph
shall be delivered in the required format per Regulation AB and in Excel format to the Certificate Administrator concurrently
with the delivery of the related CREFC® Schedule AL File. With respect to each Outside Serviced Mortgage Loan,
the Master Servicer shall include information required by Items 1111(h) and 1125 of Regulation AB relating to such Outside Serviced
Mortgage Loan that it receives from the related Outside Servicer under the applicable Outside Servicing Agreement or obtains from
the related Mortgagor’s financial statements in the single CREFC® Schedule AL File and/or Schedule AL Additional
File, as applicable, that it delivers to the Certificate Administrator for the subject Distribution Date. The Master Servicer
shall not be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files unless multiple
Sub-Servicers prepare and submit such CREFC® Schedule AL Files or Schedule AL Additional Files to the Master Servicer.


 


In
addition, the Master Servicer (with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially Serviced
Loans and REO Properties), as applicable, shall prepare the following with respect to each Mortgaged Property and REO Property,
in each case other than with respect to any Outside Serviced Mortgage Loan:


 


(i)       Within
30 days after receipt of a quarterly operating statement, if any, for each calendar quarter, commencing with respect to the calendar
quarter ending June 30, 2019, a CREFC® Operating Statement Analysis Report (but only to the extent the related
Mortgagor is required by the related Loan Documents to deliver and does deliver, or otherwise agrees to provide and does provide,
such information) for such Mortgaged Property or REO Property as of the end of such calendar quarter; provided,


 



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however,
that any analysis or report with respect to the first calendar quarter of each year shall not be required to the extent provided
in the then current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC®
guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for
a Mortgaged Property unless such Mortgaged Property is analyzed on a trailing 12-month basis, or if the related Serviced Mortgage
Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Performing Serviced Loans) or Special Servicer
(with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver to the Certificate Administrator,
the Operating Advisor and each related Serviced Companion Loan Holder (or the master servicer or special servicer for the related
Other Securitization Trust on its behalf) by electronic means the CREFC® Operating Statement Analysis Report upon
request; and


 


(ii)       Within
30 days after receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties) or the Master Servicer
(with respect to Performing Serviced Loans) of any annual operating statement or rent rolls, commencing with respect to the calendar
year ending December 31, 2019, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor
is required by the related Loan Documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information),
presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used
by the Master Servicer in preparing the CREFC® Comparative Financial Status Report above. The Special Servicer
or the Master Servicer shall deliver to the Certificate Administrator, the Operating Advisor and each related Serviced Companion
Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) by electronic
means the CREFC® NOI Adjustment Worksheet upon request.


 


Notwithstanding
anything to the contrary contained herein, with respect to any Serviced Loan related to any Significant Obligor, (a) the Master
Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO
Properties) shall be required to complete (and, in the case of the Special Servicer, to deliver to the Master Servicer) any CREFC
files, reports and/or templates necessary in order to comply with (or, in the case of the Special Servicer, to facilitate compliance
with) the Master Servicer’s obligations under Section 10.11 of this Agreement and the Exchange Act filing obligations
of the Depositor and/or any Other Depositor, as applicable, with respect to such Significant Obligor, and (b) for the avoidance
of doubt, the Special Servicer shall continue to be responsible for collecting the financial statements and calculating net operating
income with respect to Specially Serviced Mortgage Loans and REO Properties as provided in Section 3.03(a) and in this
Section 4.02(b).


 


The
Certificate Administrator shall deliver or shall cause to be delivered, upon request, to the Rule 17g-5 Information Provider (for
posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement), to each Certificateholder,
to each party hereto, to any Underwriter and/or to any Initial Purchaser and to each Person that provides the Certificate Administrator
with an Investor Certification a copy of the CREFC® Operating Statement Analysis Report and CREFC®
NOI Adjustment Worksheet most recently performed by


 



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the Master Servicer with respect to any Mortgage Loan or Serviced Loan Combination
and delivered to the Certificate Administrator.


 


Upon
request (and in any event, not more frequently than once per month), the Master Servicer shall forward to the Certificate Administrator
(as to the Collection Account), the Operating Advisor, any related Serviced Companion Loan Holder or the master servicer or special
servicer for the related Other Securitization Trust on its behalf (as to the related Loan Combination Custodial Account) and,
for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule
17g-5 Information Provider a statement, setting forth the status of the Collection Account and each Loan Combination Custodial
Account as of the close of business on such Master Servicer Remittance Date, stating that all remittances to the Certificate Administrator
required by this Agreement to be made by the Master Servicer have been made (or, in the case of any such required remittance that
has not been made by the Master Servicer, specifying the nature and status thereof) and showing, for the period from the preceding
Master Servicer Remittance Date (or, in the case of the first Master Servicer Remittance Date, from the Cut-Off Date) to such
Master Servicer Remittance Date, the aggregate of deposits into and withdrawals from the Collection Account and each Loan Combination
Custodial Account for each category of deposit specified in Section 3.05(a) of this Agreement and each category of withdrawal
specified in Section 3.06 of this Agreement. The Master Servicer shall also deliver to the Certificate Administrator and
(solely as to a Serviced Loan Combination) the related Serviced Companion Loan Holder, upon reasonable request of the Certificate
Administrator or any Serviced Companion Loan Holder, any and all additional information relating to the Mortgage Loans or Serviced
Loan Combinations in the possession of the Master Servicer (which information shall be based upon reports delivered to the Master
Servicer by the Special Servicer with respect to Specially Serviced Loans and REO Properties).


 


Further,
the Master Servicer shall cooperate with the Special Servicer and provide the Special Servicer with the information in the possession
of the Master Servicer reasonably requested by the Special Servicer, in writing, to the extent required to allow the Special Servicer
to perform its obligations under this Agreement with respect to those Mortgage Loans serviced by the Master Servicer.


 


The
obligation of the Master Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject
to the Master Servicer having received from the Special Servicer in a timely manner the related reports and information in the
possession of the Special Servicer necessary or required to enable the Master Servicer to prepare and deliver such reports. The
Master Servicer shall not be responsible for the accuracy or content of any report, document or information furnished by the Special
Servicer to the Master Servicer pursuant to this Agreement and accepted by the Master Servicer in good faith pursuant to this
Agreement.


 


The
obligation of the Special Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject
to the Special Servicer having received from the Master Servicer in a timely manner the related reports and information in the
possession of the Master Servicer necessary or required to enable the Special Servicer to prepare and deliver such reports. The
Special Servicer shall not be responsible for the accuracy or content of any report, document or information furnished by the
Master Servicer to the Special Servicer pursuant to this Agreement and accepted by the Special Servicer in good faith pursuant
to this Agreement.


 






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With
respect to an Outside Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described
information to the same Persons as described above in this Section 4.02(b) and according to the same time frames as described
above in this Section 4.02(b), with reasonable promptness following such Master Servicer’s receipt of such information
from the related Outside Servicer under the applicable Outside Servicing Agreement.


 


(c)       Not
later than 5:00 p.m. New York time on each Determination Date, the Special Servicer shall forward to the Master Servicer, for
each Specially Serviced Loan and REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), a CREFC®
Special Servicer Loan File and CREFC® Special Servicer Property File. The Special Servicer shall also deliver
to the Certificate Administrator, upon the reasonable written request of the Certificate Administrator, any and all additional
information in the possession of the Special Servicer relating to the Specially Serviced Loans and the REO Properties (other than
an REO Property related to an Outside Serviced Mortgage Loan).


 


The
Special Servicer shall cooperate with the Master Servicer and provide the Master Servicer with the information in the possession
of the Special Servicer reasonably requested by the Master Servicer, in writing, to the extent required to allow the Master Servicer
to perform its obligations under this Agreement with respect to the Specially Serviced Loans and REO Properties (other than an
REO Property related to an Outside Serviced Mortgage Loan).


 


The
Master Servicer may make available to Privileged Persons copies of any reports or files prepared by the Master Servicer pursuant
to this Agreement. The Master Servicer may make information concerning the Mortgage Loans or Serviced Loan Combination available
on any website that it has established.


 


With
respect to an Outside Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described
information to the extent received from the related Outside Servicer or the related Outside Special Servicer, as applicable, to
the same Persons as described above in this Section 4.02(c) and according to the same time frames as described above in
this Section 4.02(c), with reasonable promptness following such Master Servicer’s receipt of such information from
the related Outside Servicer under the related Outside Servicing Agreement.


 


Upon
the reasonable request of (i) any Certificateholder or Certificate Owner that has delivered an appropriate Investor Certification
or (ii) any other Privileged Person so identified by a Certificate Owner or an Underwriter, the Master Servicer shall provide
(or forward electronically) at the expense of such Privileged Person, Certificateholder or Certificate Owner, as applicable, copies
of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer; provided that in
no event shall an Excluded Controlling Class Holder be entitled to Excluded Information with respect to an Excluded Controlling
Class Mortgage Loan with respect to which it is a Borrower Party; and provided, further, that no Certificateholders or Certificate
Owners shall be given access to or be provided copies of, any Mortgage Files or Diligence Files except, solely with respect to
Mortgage Files, as otherwise provided in Section 8.11(b) of this Agreement. In connection with such request, the Master
Servicer may require (1) a written confirmation executed by the requesting Person substantially in


 



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such form as may be reasonably
acceptable to the Master Servicer, generally to the effect that (a) such Person will keep such information confidential and will
use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder
or Certificate Owner may have under this Agreement and (b) if the requesting party is neither a Certificateholder nor a Certificate
Owner, such Person is Privileged Person, and (2) payment of a sum sufficient to cover the reasonable costs and expenses of providing
copies of such reports or information (which amounts in any event are not reimbursable as Additional Trust Fund Expenses), except
that, other than for extraordinary or duplicate requests, the Directing Holder (but, in the case of the Controlling Class Representative,
only if a Consultation Termination Event does not exist) will be entitled to reports and information free of charge. For the avoidance
of doubt, the Master Servicer shall not make any Asset Status Reports or Final Asset Status Reports available to any Certificateholders
or Certificate Owners on its website. None of the parties to this Agreement shall provide any Asset Status Report or any Final
Asset Status Report to the Certificate Administrator (provided that the Special Servicer shall provide a summary of each
Final Asset Status Report to the Certificate Administrator pursuant to Section 3.21(b)). If the Certificate Administrator
receives any Asset Status Report or any Final Asset Status Report, the Certificate Administrator shall not provide any such Asset
Status Report or any Final Asset Status Report to any Certificateholder or Certificate Owners and shall not post any such Asset
Status Report or any Final Asset Status Report to the Certificate Administrator’s Website.


 


(a)       The
Master Servicer shall withdraw from the Collection Account and pay the CREFC® Intellectual Property Royalty License
Fee to CREFC® in accordance with Section 3.06(a)(vi) on a monthly basis, from funds on deposit in the Collection
Account. Any payments of the CREFC® Intellectual Property Royalty License Fee shall be made to “CRE Finance Council”
and delivered by wire transfer pursuant to the following instructions (or such other instructions as may hereafter be furnished
by CREFC® to the Master Servicer in writing at least two Business Days prior to the Master Servicer Remittance Date):


 


Account
Name: Commercial Real Estate Finance Council (CREFC®)


 


Bank
Name: JPMorgan Chase Bank, National Association


 


Bank
Address: 80 Broadway, New York, NY 10005


 


Routing
Number: 021000021


 


Account
Number: 213597397


 


(b)       Upon
the reasonable request of the Controlling Class Representative or any Controlling Class Certificateholder that, in either case,
is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Mortgage Loan identified to the Master
Servicer’s (in the case of a Performing Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced
Loan) reasonable satisfaction (at the expense of the Controlling Class Representative or such Controlling Class Certificateholder)
and if such information is in the Master Servicer’s or Special Servicer’s possession, as applicable, the Master Servicer
or Special Servicer, shall provide or make available (or forward electronically) to the Controlling Class Representative or such
Controlling Class Certificateholder, as applicable, (at the expense of the Controlling Class Representative or such Controlling
Class Certificateholder, as


 



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applicable) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s
Website but not accessible to the Controlling Class Representative or such Controlling Class Certificateholder, as applicable,
through the Certificate Administrator’s Website because the Controlling Class Representative or such Controlling Class Certificateholder,
as applicable, is an Excluded Controlling Class Holder with respect to another Excluded Controlling Class Mortgage Loan) relating
to any Excluded Controlling Class Mortgage Loan with respect to which the Controlling Class Representative or such Controlling
Class Certificateholder, as applicable, is not a Borrower Party; provided that, in connection therewith, the Master Servicer
or 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 Special Servicer, generally to the effect that such Person is the Controlling
Class Representative or a Controlling Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower
Party, upon which the Master Servicer or Special Servicer may conclusively rely. In addition, the Master Servicer and the Special
Servicer shall be entitled to conclusively rely on delivery from the Controlling Class Representative or a Controlling Class Certificateholder,
as applicable, of an Investor Certification substantially in the form of Exhibit M-1C that such Controlling Class Representative
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(e) shall include any applicable Excluded
Mortgage Loan Special Servicer with respect to the related Excluded Special Servicer Mortgage Loan(s).


 


Section
4.03           Compliance With Withholding Requirements.


 


(a)       Notwithstanding
any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements with respect to
payments to Certificateholders of interest or original issue discount that the Paying Agent reasonably believes are applicable
under the Code. The consent of Certificateholders shall not be required for any such withholding. In the event the Paying Agent
or its agent withholds any amount from interest or original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld to such Certificateholder. Any
amount so withheld shall be treated as having been distributed to such Certificateholder for all purposes of this Agreement.


 


(b)       Each
Certificate Owner and Certificateholder, by the purchase of a Certificate or its acceptance of a beneficial interest therein,
acknowledges that interest on the Certificates will be treated as United States source interest, and, as such, United States withholding
tax may apply. Each such Certificate Owner and Certificateholder further agrees, upon request, to provide any certifications that
may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes
and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under
the Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing,
if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient
of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable),
such recipient shall deliver to the Paying Agent, with a copy to each of the Trustee and the Certificate


 



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 Administrator, at the
time or times prescribed by the Code and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation
prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably
requested by the Paying Agent, the Trustee or the Certificate Administrator to comply with their respective obligations under
FATCA, to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine the
amount to deduct and withhold from such payment. For these purposes, “FATCA” means Section 1471 through 1474
of the Code and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or
similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes under
such Sections, regulations and interpretations), any agreements entered into pursuant to Code Section 1471(b)(1), and including
any amendments made to FATCA after the date of this Agreement.


 


Section
4.04           REMIC Compliance.


 


(a)       The
parties intend that each Trust REMIC shall constitute, and that the affairs of each Trust REMIC shall be conducted so as to qualify
it as, a “real estate mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions, and
the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Certificate
Administrator shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each
Trust REMIC and shall on behalf of each Trust REMIC: (i) prepare, timely deliver to the Trustee for execution (and the Trustee
shall timely execute) and file, or cause to be prepared and filed, all required Tax Returns for each Trust REMIC, using a calendar
year as the taxable year for each Trust REMIC when and as required by the REMIC Provisions and other applicable federal, state
or local income tax laws; (ii) make an election, on behalf of each Trust REMIC, to be treated as a REMIC on IRS Form 1066 for
its first taxable year ending December 31, 2018, in accordance with the REMIC Provisions; (iii) prepare and forward, or cause
to be prepared and forwarded, to the Certificateholders (other than the Holders of the Class S Certificates) and the IRS and applicable
state and local tax authorities all information reports as and when required to be provided to them in accordance with the REMIC
Provisions of the Code; (iv) if the filing or distribution of any documents of an administrative nature not addressed in clauses
(i) through (iii) of this Section 4.04(a) is then required by the REMIC Provisions in order to maintain the status of each
Trust REMIC as a REMIC or is otherwise required by the Code, prepare, sign and file or distribute, or cause to be prepared and
signed and filed or distributed, such documents with or to such Persons when and as required by the REMIC Provisions or the Code
or comparable provisions of state and local law; (v) obtain a taxpayer identification number for the Upper-Tier REMIC and Lower-Tier
REMIC on IRS Form SS-4, and, within thirty days of the Closing Date, furnish or cause to be furnished to the IRS, on IRS Form
8811 or as otherwise may be required by the Code, the name, title and address of the Person that the holders of the Certificates
may contact for tax information relating thereto (and the Certificate Administrator shall act as the representative of each Trust
REMIC for this purpose), together with such additional information as may be required by such IRS Form, and shall update such
information at the time or times and in the manner required by the Code (and the Depositor agrees within 10 Business Days of the
Closing Date to provide any information reasonably requested by the Master Servicer or the Certificate Administrator and necessary
to make such


 



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filing); and (vi) maintain such records relating to each Trust REMIC as may be necessary to prepare the foregoing
returns, schedules, statements or information, such records, for federal income tax purposes, to be maintained on a calendar year
and on an accrual basis.


 


The
Certificate Administrator shall be the “partnership representative” of each Trust REMIC (within the meaning of Code
Section 6223, to the extent such provision is applicable to the Trust REMICs). The Certificate Administrator shall make any elections
allowed under the Code (i) to avoid the application of Section 6221 of the Code (or successor provision) to any Trust REMIC and
(ii) to avoid payment by any Trust REMIC under Section 6225 of the Code of any tax, penalty, interest or other amount imposed
under the Code that would otherwise be imposed on any holder of any residual interest of any Trust REMIC, past or present. Each
Holder of a Percentage Interest in the Class R Certificates, by acceptance thereof, is deemed to agree to any such elections and
to the Certificate Administrator’s acting as “partnership representative” of each Trust REMIC that can be designated
under the Code.


 


The
Certificate Administrator shall not intentionally take any action or intentionally omit to take any action within its control
and the scope of its duties if, in taking or omitting to take such action, the Certificate Administrator knows that such action
or omission (as the case may be) would cause the termination of the REMIC status of a Trust REMIC or the imposition of tax on
a Trust REMIC (other than a tax on income expressly permitted or contemplated to be received by the terms of this Agreement).


 


Notwithstanding
any provision of this paragraph or the three preceding paragraphs to the contrary, the Certificate Administrator shall not be
required to take any action that the Certificate Administrator in good faith believes to be inconsistent with any other provision
of this Agreement, nor shall the Certificate Administrator be deemed in violation of this paragraph if it takes any action expressly
required or authorized by any other provision of this Agreement, and the Certificate Administrator shall have no responsibility
or liability with respect to any act or omission of the Depositor or the Master Servicer which does not enable the Certificate
Administrator to comply with any of clauses (i) through (vi) of the third preceding paragraph or which results in any action contemplated
by clauses (i) through (iii) of the next succeeding sentence. In this regard the Certificate Administrator shall (i) not allow
the occurrence of any “prohibited transactions” within the meaning of Code Section 860F(a), unless the party seeking
such action shall have delivered to the Certificate Administrator an Opinion of Counsel (at such party’s expense) that such
occurrence would not (a) result in a taxable gain, (b) otherwise subject a Trust REMIC to tax (other than a tax at the corporate
tax rate on net income from foreclosure property), or (c) cause either Trust REMIC to fail to qualify as a REMIC for federal income
tax purposes; (ii) not allow a Trust REMIC to receive income from the performance of services or from assets not permitted under
the REMIC Provisions to be held by such Trust REMIC (provided, however, that the receipt of any income expressly
permitted or contemplated by the terms of this Agreement shall not be deemed to violate this clause); and (iii) not permit the
creation of any “interests,” within the meaning of the REMIC Provisions, in the Upper-Tier REMIC other than the Non-Vertically
Retained Regular Certificates, the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest, or in the Lower-Tier
REMIC other than the Lower-Tier Regular Interests and the Lower-Tier Residual Interest. None of the Trustee, the Master Servicer,
the Special Servicer or the Depositor shall be responsible or liable for any failure by the Certificate Administrator to comply
with the provisions of this Section 4.04. The Depositor, the Master


 



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Servicer and the Special Servicer shall cooperate in
a timely manner with the Certificate Administrator in supplying any information within the Depositor’s, the Master Servicer’s
or the Special Servicer’s control (other than any confidential information) that is reasonably necessary to enable the Certificate
Administrator to perform its duties under this Section 4.04.


 


(b)       The
following assumptions are to be used for purposes of determining the anticipated payments of principal and interest for calculating
the original yield to maturity and original issue discount with respect to the Non-Vertically Retained Regular Certificates and
the Class VRR Upper-Tier Regular Interest: (i) each Mortgage Loan will pay principal and interest in accordance with its terms
and scheduled payments will be timely received on their Due Dates, provided that the Mortgage Loans in the aggregate will
prepay in accordance with the Prepayment Assumption; (ii) none of the Master Servicer, the Special Servicer, the Depositor and
the Class R Certificateholder will exercise the right described in Section 9.01 of this Agreement to cause early termination
of the Trust Fund; and (iii) no Mortgage Loan is repurchased or substituted for by the applicable Mortgage Loan Seller pursuant
to Article II of this Agreement.


 


Section
4.05           Imposition of Tax on the Trust REMICs. In the event
that any tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on a Trust REMIC,
such tax shall be charged against amounts otherwise distributable with respect to the Non-Vertically Retained Regular Certificates,
the Class VRR Upper-Tier Regular Interest and the Class R Certificates; provided that any taxes imposed on any net income
from foreclosure property pursuant to Code Section 860G(d) or any similar tax imposed by a state or local jurisdiction shall instead
be treated as an expense of the related REO Property in determining Net REO Proceeds with respect to the REO Property (and until
such taxes are paid, the Special Servicer from time to time shall withdraw from the REO Account and transfer to the Certificate
Administrator for deposit into the Distribution Accounts amounts reasonably determined by the Certificate Administrator to be
necessary to pay such taxes, and the Certificate Administrator shall return to the Special Servicer the excess determined by the
Certificate Administrator from time to time of the amount in excess of the amount necessary to pay such taxes); provided that
any such tax imposed on net income from foreclosure property that exceeds the amount in any such reserve shall be retained from
Aggregate Available Funds as provided in Section 3.06(a)(vii) of this Agreement and the next sentence. Except as provided
in the preceding sentence, the Certificate Administrator is hereby authorized to and shall retain or cause to be retained from
the Distribution Account in determining the amount of Aggregate Available Funds sufficient funds to pay or provide for the payment
of, and to actually pay, such tax as is legally owed by a Trust REMIC (but such authorization shall not prevent the Certificate
Administrator from contesting, at the expense of the Trust Fund, any such tax in appropriate proceedings, and withholding payment
of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized
to and shall segregate or cause to be segregated, into a separate non-interest bearing account, (i) the net income from any “prohibited
transaction” under Code Section 860F(a) or (ii) the amount of any contribution to a Trust REMIC after the Startup Day that
is subject to tax under Code Section 860G(d) and use such income or amount, to the extent necessary, to pay such tax (and return
the balance thereof, if any, to the related Distribution Account). To the extent that any such tax is paid to the IRS, the Certificate
Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of the


 



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Class R Certificates
in respect of the related residual interest and shall distribute such retained amounts to the Holders of Non-Vertically Retained
Regular Certificates, to the Holders of the Class VRR Certificates in respect of the Class VRR Upper-Tier Regular Interest or
to the Certificate Administrator in respect of the Lower-Tier Regular Interests until they are fully reimbursed and then to the
Holders of the Class R Certificates in respect of the related residual interest. None of the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee shall be responsible for any taxes imposed on a Trust REMIC except to the extent
such tax is attributable to a breach of a representation or warranty of the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee or an act or omission of the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee in contravention of this Agreement in both cases, provided, further, that such breach, act or omission
could result in liability under Section 6.03, in the case of the Master Servicer or the Special Servicer, as applicable,
or Section 4.04 or Section 8.01, in the case of the Certificate Administrator or the Trustee. Notwithstanding anything
in this Agreement to the contrary, in each such case, the Master Servicer or the Special Servicer shall not be responsible for
the Certificate Administrator’s, the Authenticating Agent’s, the Certificate Registrar’s, the Paying Agent’s
or the Trustee’s breaches, acts or omissions, and the Trustee shall not be responsible for the breaches, acts or omissions
of the Certificate Administrator, the Master Servicer, the Special Servicer, the Authenticating Agent, the Certificate Registrar
or the Paying Agent, and the Certificate Administrator shall not be responsible for the breaches, acts or omissions of the Trustee,
the Master Servicer, the Special Servicer and, in each case if a different entity than the Certificate Administrator, the Authenticating
Agent, the Certificate Registrar or the Paying Agent.


 


Section
4.06           Remittances; P&I Advances.


 


(a)       On
the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer shall:


 


(i)        remit
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account an amount equal to the Yield Maintenance
Charges applicable to the Mortgage Loans (but not a Companion Loan) received by the Master Servicer during the Collection Period
relating to such Distribution Date (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of
the close of business on the Business Day immediately preceding the applicable Master Servicer Remittance Date and not previously
so remitted to the Certificate Administrator);


 


(ii)       remit
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account an amount equal to the Aggregate Available
Funds applicable to the Mortgage Loans (other than the amounts referred to in clause (iv) below and clause (e) of the definition
of “Aggregate Available Funds”);


 


(iii)      remit
to CREFC® the CREFC® Intellectual Property Royalty License Fee;


 


(iv)      make
a P&I Advance by remittance to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account, in
an amount equal to the sum of the Applicable Monthly Payments for each Mortgage Loan (including any REO


 



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Mortgage Loan and any
Mortgage Loan related to a Loan Combination, but not a Companion Loan) to the extent such amounts were not received by the Master
Servicer on such Mortgage Loan as of the close of business on the Determination Date (without regard to any grace period) in the
same month as (or, in the case of an Outside Serviced Mortgage Loan, was not received by the Master Servicer on such Mortgage
Loan as of the close of business on the Business Day immediately preceding) such Master Servicer Remittance Date), except that
the portion of such P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee for each such
Mortgage Loan shall not be remitted to the Certificate Administrator but shall instead be remitted to CREFC® and
the portion of such P&I Advance equal to the Asset Representations Reviewer Ongoing Fee, the Operating Advisor Fee or the
Trustee/Certificate Administrator Fee shall, to the extent the subject fee remains unpaid to the applicable party hereunder, shall
be deposited in the Collection Account for payment to such party;


 


(v)       remit
to the Certificate Administrator, as compensation for it and the Trustee, the Trustee/Certificate Administrator Fee for the related
Distribution Date;


 


(vi)      remit
to the Certificate Administrator for deposit in the Excess Liquidation Proceeds Reserve Account an amount equal to the Excess
Liquidation Proceeds received during the related Collection Period (or, in the case of an Outside Serviced Mortgage Loan, received
by the Master Servicer as of the close of business on the Business Day immediately preceding the applicable Master Servicer Remittance
Date and not previously so remitted to the Certificate Administrator), if any; and


 


(vii)     remit
to the Certificate Administrator for deposit in the Excess Interest Distribution Account all Excess Interest for the related Distribution
Date then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.06(a)(ii)
through Section 3.06(a)(ix) of this Agreement.


 


Neither
the Master Servicer nor the Trustee shall be required or permitted to make an advance for Balloon Payments, Default Interest,
Excess Interest or Yield Maintenance Charges, or delinquent Monthly Payments on the Companion Loans. The amount required to be
advanced in respect of delinquent payments of interest on any Mortgage Loan as to which an Appraisal Reduction Amount exists will
equal the product of (i) the amount otherwise required to be advanced by the Master Servicer with respect to delinquent payments
of interest without giving effect to such Appraisal Reduction Amounts, and (ii) a fraction, the numerator of which is the Stated
Principal Balance of such Mortgage Loan as of the last day of the related Collection Period, reduced by such Appraisal Reduction
Amount, and the denominator of which is the Stated Principal Balance of such Mortgage Loan as of the last day of the related Collection
Period. Appraisal Reduction Amounts shall not affect the principal portion of any P&I Advances.


 


Any
amount advanced by the Master Servicer pursuant to Section 4.06(a)(iv) of this Agreement shall constitute a P&I Advance
for all purposes of this Agreement and the Master Servicer shall be entitled to reimbursement (with interest at the Advance Rate).
The Special Servicer shall have no obligation to make any P&I Advance.


 


The
Certificate Administrator shall notify the Master Servicer and the Trustee by telephone if as of 3:00 p.m., New York City time,
on the Master Servicer Remittance Date, the


 



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Certificate Administrator has not received the amount of a required P&I Advance
hereunder. If as of 11:00 a.m., New York City time, on any Distribution Date the Master Servicer shall not have made the P&I
Advance required to have been made on the related Master Servicer Remittance Date pursuant to Section 4.06(a)(iv) of this
Agreement, the Certificate Administrator shall notify the Trustee and the Trustee shall no later than 1:00 p.m., New York City
time, on such Business Day deposit into the Lower-Tier REMIC Distribution Account in immediately available funds an amount equal
to the P&I Advances otherwise required to have been made by the Master Servicer.


 


Neither
the Master Servicer nor the Trustee shall be obligated to make a P&I Advance as to any Monthly Payment on any date on which
a P&I Advance is otherwise required to be made by this Section 4.06 if the Master Servicer or the Trustee, as applicable,
or the Special Servicer determines that such Advance will be a Nonrecoverable Advance. The determination by any Person with an
obligation hereunder to make P&I Advances that it has made (or in the case of a determination by the Special Servicer, that
the Master Servicer or the Trustee has made) a Nonrecoverable Advance or the determination by the Special Servicer, the Master
Servicer or the Trustee that any proposed P&I Advance, if made, would constitute a Nonrecoverable Advance, shall be made by
such Person (i) in the case of the Master Servicer or the Special Servicer, in accordance with the Servicing Standard or (ii)
in the case of the Trustee, in its good faith business judgment, and shall be evidenced by an Officer’s Certificate as set
forth in Section 4.06(b). In connection with a determination by the Special Servicer, the Master Servicer or the Trustee
as to whether a P&I Advance previously made or to be made constitutes or would constitute a Nonrecoverable Advance:


 


(A)       any
such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the related
Mortgage Loan or Serviced Loan Combination as it may have been modified, to consider (among other things) the related Mortgaged
Properties in their “as is” or then current conditions and occupancies, as modified by such party’s assumptions
regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider
(among other things) future expenses and to estimate and consider (among other things) the timing of recoveries;


 


(B)       any
such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that an Advance is a Nonrecoverable Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals or market
value estimates or other information for such purposes;


 


(C)       the
Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed P&I
Advance, if made, would be a Nonrecoverable Advance or that any outstanding P&I Advance is a Nonrecoverable Advance and may
deliver to the Master Servicer, the Trustee and the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event) notice of such determination, which determination shall be conclusive and binding on the
Master Servicer and the Trustee;


 






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(D)       although
the Special Servicer may determine whether a P&I Advance is a Nonrecoverable Advance, the Special Servicer will have no right
to (i) make an affirmative determination that any P&I Advance previously made or to be made (or contemplated to be made) by
the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse any determination that may have been made by the
Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination that a P&I Advance
constitutes or would constitute a Nonrecoverable Advance; provided that this sentence will not be construed to limit the Special
Servicer’s right to make a determination that a P&I Advance to be made (or contemplated to be made) would be, or a previously
made Advance is, a Nonrecoverable Advance, as described in this Section 4.06;


 


(E)        any
non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 4.06 with respect
to the recoverability of P&I Advances shall be conclusive and binding on the Master Servicer (in the case of such a determination
by the Special Servicer) and the Trustee;


 


(F)        the
Master Servicer shall provide notice to the Trustee on or prior to the Master Servicer Remittance Date of any such non-recoverability
determination made by the Master Servicer on or prior to such date;


 


(G)        the
Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a P&I
Advance, if made, would be a Nonrecoverable Advance; provided, however, that if the Master Servicer has failed to
make a P&I Advance for reasons other than a determination by the Master Servicer or Special Servicer that such Advance would
be a Nonrecoverable Advance, the Trustee shall make such advance within the time periods required by this Section 4.06
unless the Trustee, in its good faith business judgment, or the Special Servicer, in accordance with the Servicing Standard, makes
a determination prior to the times specified in this Section 4.06 that such advance would be a Nonrecoverable Advance;


 


(H)       the
Special Servicer shall report, promptly upon making a determination contemplated in this paragraph, to the Master Servicer the
Special Servicer’s determination as to whether any P&I Advance made with respect to any previous Distribution Date or
required to be made with respect to a future Distribution Date with respect to any Specially Serviced Loan is a Nonrecoverable
P&I Advance, and the Master Servicer and the Trustee shall be entitled to conclusively rely on such determination; and


 


(I)         notwithstanding
the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special Servicer that any
P&I Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer in accordance
with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely upon


 



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any determination
by the Special Servicer that any P&I Advance would be recoverable.


 


The
Master Servicer or the Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes (together with
interest thereon) to the extent permitted pursuant to Section 3.06(a)(ii) of this Agreement and each of the Master Servicer
and Special Servicer hereby covenants and agrees to promptly seek and effect the reimbursement of such Advances from the related
Mortgagors to the extent permitted by applicable law and the related Mortgage Loan.


 


Within
2 Business Days of making a P&I Advance on any Mortgage Loan that is part of a Loan Combination, the Master Servicer or the
Trustee, as applicable, shall provide written notice of the amount of such P&I Advance to (i) if such Mortgage Loan is part
of a Serviced Loan Combination, the related Other Servicer, Other Special Servicer and Other Trustee of each Other Securitization
Trust that holds a related Serviced Companion Loan or (ii) if such Mortgage Loan is part of an Outside Serviced Loan Combination,
the related Outside Servicer, Outside Special Servicer and Outside Trustee of the related Outside Securitization Trust.


 


With
respect to P&I Advances and each Outside Serviced Mortgage Loan, the Master Servicer and the Trustee shall be entitled to
rely on the “appraisal reduction amount” calculated by the related Outside Special Servicer or the related Outside
Servicer in accordance with the terms of the applicable Outside Servicing Agreement.


 


(b)       The
determination by the Master Servicer, the Trustee or the Special Servicer that a P&I Advance has become a Nonrecoverable P&I
Advance or that any proposed P&I Advance, if made pursuant to this Section 4.06 with respect to any Mortgage Loan (or
with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable P&I
Advance, shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance Date
to the Trustee (unless it is the Person making the determination), the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event), the holder of any related Pari Passu Companion Loan or its Companion Loan
Holder Representative (in the case of a Pari Passu Loan Combination), the Master Servicer (unless it is the Person making the
determination), the Special Servicer (unless it is the Person making the determination) and, if the Trustee is making the determination,
the Depositor, setting forth the basis for such determination, together with any other information that supports such determination
together with a copy of any Appraisal of the related Mortgaged Property or REO Property, as the case may be (which Appraisal shall
be an expense of the Trust, shall take into account any material change in circumstances of which such Person is aware or such
Person has received new information, either of which has a material effect on the value and shall have been conducted in accordance
with the standards of the Appraisal Institute within the twelve months preceding such determination of nonrecoverability), and
further accompanied by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related
Mortgaged Property (to the extent available and/or in such Person’s possession) and any engineers’ reports, environmental
surveys or similar reports that such Person may have obtained and that support such determination. The Master Servicer and the
Special Servicer shall consider


 



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Unliquidated Advances with respect to prior P&I Advances for the purpose of nonrecoverability
determinations as if such amounts were unreimbursed P&I Advances.


 


(c)       With
respect to each Outside Serviced Mortgage Loan, the Master Servicer, the Special Servicer or the Trustee shall make its determination
(based on information provided by the applicable Outside Servicer and Outside Special Servicer) that a P&I Advance that has
been made on such Outside Serviced Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) is a Nonrecoverable
Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Outside
Serviced Mortgage Loan independently of any determination made by the applicable Outside Servicer, the applicable Outside Special
Servicer or the Outside Trustee, as the case may be, under the applicable Outside Servicing Agreement in respect of the related
Outside Serviced Companion Loan. If the Master Servicer, the Special Servicer or the Trustee determines that a proposed P&I
Advance with respect to an Outside Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to an Outside
Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer, the Special
Servicer or the Trustee, as applicable, shall provide the applicable Outside Servicer and Outside 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 Outside Servicer or the related Outside Special Servicer, as the case may be, that either has determined,
or the Outside Trustee has determined, in accordance with the applicable Outside Servicing Agreement with respect to an Outside
Serviced Companion Loan, that any proposed advance under the applicable Outside Servicing Agreement that is similar to a P&I
Advance would be, or any outstanding advance under such Outside Servicing 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 Outside Serviced Mortgage Loan will
be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not be required to
make any additional P&I Advances with respect to the related Outside Serviced Mortgage Loan unless and until the Master Servicer
or the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related Outside Serviced
Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related
Outside Servicer or the related Outside 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)       If
the Trustee, the Master Servicer or the Special Servicer has received written notice from S&P, Fitch, KBRA or DBRS to the
effect that continuation of the Master Servicer or the Special Servicer in such capacity would result in the downgrade, qualification
or withdrawal of any rating then assigned by S&P, Fitch, KBRA or DBRS, as applicable, to any Class of Certificates and citing
servicing concerns with such Master Servicer or Special Servicer, as applicable, as the sole or material factor in such rating
action, and such notice is not rescinded within 60 days, then the Trustee, the Master Servicer or the Special Servicer, as applicable,
shall promptly notify the other such parties and the Certificate Administrator, and


 



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the Certificate Administrator shall promptly
notify the Serviced Companion Loan Holder and the applicable master servicer of any Serviced Companion Loan.


 


Section
4.07           Grantor Trust Reporting.


 


(a)       The
Certificate Administrator shall maintain adequate books and records to account for the separate entitlements of the Grantor Trust.


 


(b)       The
parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions thereof
shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as to take advantage
of market fluctuations or so as to improve the rate of return of the Grantor Trust Certificates, and shall otherwise comply with
Treasury Regulations Section 301.7701-4(c). The Certificate Administrator shall timely file or cause to be timely filed with the
IRS Form 1041, Form 1099 or such other form as may be applicable and shall furnish or cause to be furnished to the Holders of
the respective Classes of the Grantor Trust Certificates, their allocable share of income and expense with respect to the VRR
Specific Grantor Trust Assets, the Class S Specific Grantor Trust Assets and proceeds thereof as such amounts are received or
accrue, as applicable.


 


(c)       (i)
The Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator shall report as required under the WHFIT Regulations
to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the
Certificate Administrator on a timely basis. The Certificate Administrator will not be liable for any tax reporting penalties
that may arise under the WHFIT Regulations in the event that the IRS makes a determination that is contrary to the first sentence
of this paragraph.


 


(ii)       The
Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method,
except to the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under
no obligation to determine whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall
make available (via the Certificate Administrator’s Website) WHFIT information to Certificateholders annually. In addition,
the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised or updated information
to any Certificateholder, unless requested by the Certificateholder.


 


(iii)       The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information that is not in its possession
being provided to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate
Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a
WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Certificate Administrator
with information regarding any sale of such securities, including the price, amount of


 



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proceeds and date of sale. Absent receipt
of information regarding any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial
owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.


 


(d)       To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on the Certificate
Administrator’s Website the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP Number so
published will represent the Rule 144A CUSIP Numbers. The Certificate Administrator shall make reasonable good faith efforts to
keep the website accurate and updated to the extent CUSIP Numbers have been received. Absent the receipt of a CUSIP Number, the
Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP Number. The Certificate Administrator shall
not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information.


 


Section
4.08           Calculations.


 


Provided
that the Certificate Administrator receives the necessary loan-level information from the Master Servicer and/or the Special Servicer,
the Certificate Administrator shall be responsible for performing all calculations necessary in connection with the actual and
deemed distributions to be made pursuant to Section 4.01, the preparation of the Distribution Date Statements pursuant
to Section 4.02(a) and the actual and deemed allocations of Realized Losses and VRR Realized Losses to be made pursuant
to Section 4.01. The Certificate Administrator shall calculate the Principal Distribution Amount, the VRR Principal Distribution
Amount, the Aggregate Principal Distribution Amount, the Interest Distribution Amounts, the VRR Interest Distribution Amount and
the VRR Realized Loss Interest Distribution Amount for each Distribution Date and shall allocate such amounts among Certificateholders
in accordance with this Agreement. Absent actual knowledge of an error therein, the Certificate Administrator shall have no obligation
to recompute, recalculate or otherwise verify any loan-level information provided to it by the Master Servicer. The calculations
by the Certificate Administrator contemplated by this Section 4.08 shall, in the absence of manifest error, be deemed to
be correct for all purposes hereunder.


 


Section
4.09           Secure Data Room. (a) Within 60 days of the Closing
Date, the Certificate Administrator shall create a Secure Data Room, and the Depositor shall, upon the earlier of (i) receipt
of all the Mortgage Loan Sellers’ Diligence File Certifications and (ii) the 120th day following the Closing Date (but,
in any event, no earlier than the date on which the Depositor has received a written notice from the Certificate Administrator
that the Secure Data Room has been created), deliver to the Certificate Administrator (but solely with respect to any Diligence
File(s) received by the Depositor as to which it has received the related Mortgage Loan Seller’s Diligence File Certification)
an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Designated
Site. After the 120th day following the Closing Date, the Depositor may deliver any Mortgage Loan Seller’s Diligence Files
to the Certificate Administrator if it has not previously delivered such Mortgage Loan Seller’s Diligence Files to the Certificate
Administrator. Upon receipt thereof, the Certificate Administrator shall promptly upload the contents of each Diligence File to
the Secure Data Room. Access to the Secure Data Room


 



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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 KK hereto. 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 to the Secure Data
Room other than the contents of the Diligence Files initially delivered to it by the Depositor with respect to each Mortgage Loan
Seller.


 


(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 is posted in error, the Certificate Administrator may remove such document from
the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of
any document 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 contained on the Secure Data Room; provided that
such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct. The Certificate Administrator
shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any Person with access to the Secure
Data Room shall covenant to access only the documents 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
or the Master Servicer, 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, the Special Servicer may (but shall not be obligated to) 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.


 






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Article
V



THE CERTIFICATES


 


Section
5.01           The Certificates. (a) The Certificates consist of the
Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class A-5 Certificates,
the Class A-AB Certificates, the Class X-A Certificates, the Class A-S Certificates, the Class B Certificates, the Class C Certificates,
the Class X-B Certificates, the Class X-D Certificates, the Class X-F Certificates the Class X-G Certificates, the Class X-H Certificates,
the Class X-J Certificates, the Class D Certificates, the Class E Certificates, the Class F Certificates, the Class G Certificates,
the Class H Certificates, the Class J Certificates, the Class VRR Certificates, the Class R Certificates and the Class S Certificates.


 


Each
Class of Certificates will be substantially in the forms annexed hereto as Exhibits A-1 through A-25 respectively,
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement
or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates,
as evidenced by their execution thereof. The Public Certificates (other than the Class X-A Certificates) shall be issued in minimum
denominations of $10,000 and integral multiples of $1 in excess thereof. The Private Certificates (other than the Class X-B, Class
X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class S and Class R Certificates and the VRR Interest) shall be issued in minimum
denominations of $100,000 and integral multiples of $1 in excess thereof. The Class VRR Certificates shall be issued in minimum
denominations of $100,000 and integral multiples of $0.01 in excess thereof. The Class X-A, Class X-B, Class X-D, Class X-F, Class
X-G, Class X-H and Class X-J Certificates shall be issued, maintained and transferred only in minimum denominations of authorized
initial notional amounts of not less than $1,000,000 and in integral multiples of $1 in excess thereof. If the initial Certificate
Balance or initial Notional Amount, as applicable, of any Class of Certificates (exclusive of the Class S and Class R Certificates)
does not equal an integral multiple of $1, then a single Certificate of such Class may be issued in a minimum denomination of
authorized initial principal balance or initial notional amount, as applicable, that includes the excess of (i) the initial Certificate
Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest integral multiple of $1 that does not exceed
such amount. The Class R Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such
Class R Certificates and in integral multiples of 1% in excess thereof. The Class S Certificates shall be issued, maintained and
transferred in minimum percentage interests of 10% of such Class S Certificates and in integral multiples of 1% in excess thereof.


 


(b)       One
authorized signatory shall sign the Certificates for the Certificate Administrator 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 Administrator countersigns
the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of
the Certificate Administrator (who may be the same officer who executed the Certificate) manually countersigns the Certificate.
The signature


 



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shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section
5.02           Form and Registration.


 


(a)       Each
Class of Public Certificates shall be represented by a single, global certificate in definitive, fully registered form without
interest coupons, substantially in the applicable form set forth as an exhibit hereto, which shall be deposited with the Certificate
Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository
or a nominee of the Depository. The aggregate Certificate Balance of a Global Certificate may from time to time be increased or
decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


(b)       Unless
and until Definitive Certificates are issued in respect of a Class of Global Certificates, beneficial ownership interests in such
Certificates will be maintained and transferred on the book-entry records of the Depository and Depository Participants, and all
references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s
procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders
of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the
registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures.


 


(c)       No
transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a
transaction which does not require such registration or qualification. If a transfer is to be made in reliance upon an exemption
from the Securities Act, and under the applicable state securities laws, then:


 


(i)       The
Certificates of each Class of the Private Certificates (other than the Risk Retention Certificates, the Class S Certificates and
the Class R Certificates) sold in offshore transactions in reliance on Regulation S under the Act shall initially be represented
by a temporary global certificate in definitive, fully registered form without interest coupons, substantially in the applicable
form set forth as an exhibit hereto (each a “Temporary Regulation S Global Certificate”), which shall be deposited
on the Closing Date on behalf of the purchasers of the Private Certificates represented thereby with the Certificate Registrar,
at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of
the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration
of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted
Period”), beneficial interests in each Temporary Regulation S Global Certificate may be held only through Euroclear
or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Global Certificate
may be exchanged


 



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 for an interest in the related permanent global certificate of the same Class of Private Certificates (a “Regulation
S Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth
in Section 5.03(f) of this Agreement. During the Restricted Period, distributions due in respect of a beneficial interest
in a Temporary Regulation S Global Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream,
as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions
due in respect of any beneficial interests in a Temporary Regulation S Global Certificate shall not be made to the holders of
such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Certificate of the same Class is
improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Global Certificate or a Regulation
S Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar,
as custodian for the Depository, as hereinafter provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate
Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Citibank, N.A. 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 Citibank, N.A. is removed as Certificate Administrator,
then Citibank, N.A. shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Certificate Administrator
(or, if the same entity is acting as both the Authenticating Agent and the Certificate Administrator and such entity is being
removed from both capacities, a successor Certificate Administrator) shall appoint a successor authenticating agent, which may
be the Certificate Administrator or an Affiliate thereof, in accordance with Section 5.09 of this Agreement.


 


(ii)       The
Certificates of each Class of Private Certificates (other than the Risk Retention Certificates, the Class S Certificates and the
Class R Certificates) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by a single,
global certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth
as an exhibit hereto (each, a “Rule 144A Global Certificate”), which shall be deposited with the Certificate
Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository
or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Global Certificate may from time to time be increased
or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter
provided.


 


(iii)      The
Certificates of each Class of Private Certificates offered and sold in the United States to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers, Risk Retention Certificates (during the VRR Interest Transfer Restriction
Period), the Class S Certificates and the Class R Certificates (collectively, the “Non-Book Entry Certificates”)
shall be in the form of Definitive


 



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Certificates, in each case substantially in the applicable form set forth as an exhibit hereto,
and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates
for such Non-Book Entry Certificates to the respective beneficial owners or owners.


 


(d)       Owners
of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Global Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Administrator and the Depositor are unable to locate a qualified successor within
90 days of such notice; (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the
rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is
necessary or appropriate for the Trustee to obtain possession of the Certificates of such Class; or (iii) in the case of a Private
Certificate, all of the applicable requirements of Section 5.03 of this Agreement are satisfied; provided, however,
that under no circumstances will certificated Private Certificates be issued to beneficial owners of a Temporary Regulation S
Global Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any
Certificates of a Class that are in the form of Global Certificates and upon surrender by the Depository of any Global Certificate
of such Class and receipt from the Depository of instructions for reregistration, the Certificate Registrar shall issue Certificates
of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A
Global Certificate, the same legends regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate
Registrar shall recognize the holders of such Definitive Certificates as Certificateholders under this Agreement.


 


(e)       If
any Certificate Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited Investor
that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S.
person” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional Accredited Investor but
not a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Non-Book Entry Certificate, subject
to the restrictions on the transfer of such Non-Book Entry Certificate in Section 5.03(h) of this Agreement. No such transfer
shall be made and the Certificate Registrar shall not register any such transfer unless such transfer complies with the provisions
of Section 5.03(h) of this Agreement applicable to transfers of Non-Book Entry Certificates. Upon acceptance for exchange
or transfer of a beneficial interest in a Global Certificate for a Non-Book Entry Certificate, as provided herein, the Certificate
Registrar shall endorse on the schedule affixed to the related Global Certificate (or on a continuation of such schedule affixed
to such Global Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and
a decrease in the denomination of such Global Certificate equal to the denomination of such Non-Book Entry Certificate issued
in exchange therefor or upon transfer thereof.


 


(f)       During
the VRR Interest Transfer Restriction Period, any Risk Retention Certificate shall only be held as a Definitive Certificate in
the Retained Interest Safekeeping Account by the Certificate Administrator (and each Retaining Party’s respective


 



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 interest
shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Interest
Safekeeping Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold each
Risk Retention Certificate in safekeeping and shall release the same only upon receipt of a written direction signed by each of
the Depositor, the Retaining Sponsor and the Holder of such Certificate, and in accordance with any authentication procedures
as may be utilized by the Certificate Administrator and in accordance with this Agreement. There shall be, and hereby is, established
by the Certificate Administrator an account which will be designated the “Retained Interest Safekeeping Account” and
into which each Risk Retention Certificate shall be held and which shall be governed by and subject to this Agreement. In addition,
on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Interest Safekeeping
Account for each Retaining Party. Each Risk Retention Certificate to be delivered in physical form to the Certificate Administrator
shall be delivered as set forth herein. Upon receipt by the Certificate Administrator of any Risk Retention Certificate in connection
with the initial issuance thereof and, for so long as the Risk Retention Certificates are held in the Retained Interest Safekeeping
Account by the Certificate Administrator pursuant to this Agreement, upon any transfer or exchange pursuant to this Article
V of any Risk Retention Certificate, the Certificate Administrator shall deliver to the related Retaining Party a receipt
in the form set forth in Exhibit MM. No amounts distributable with respect to any Risk Retention Certificate shall be remitted
to the Retained Interest Safekeeping Account, but instead shall be remitted directly to the applicable Retaining Party in accordance
with written instructions provided separately on the Closing Date (and any updates to such written instructions provided from
time to time) by such Retaining Party to the Certificate Administrator. Under no circumstances by virtue of safekeeping any Risk
Retention Certificate shall the Certificate Administrator be obligated to bring legal action or institute proceedings against
any Person on behalf of any Retaining Party. During the VRR Interest Transfer Restriction Period and for such longer time as the
related Retaining Party may request, the Certificate Administrator shall hold each individual Risk Retention Certificate at the
below location, or any other location; provided the Certificate Administrator has given notice to the Depositor, the Retaining
Sponsor and each Retaining Party of such new location:


 


Citibank,
N.A. 


Vault
Operations Level B 


399
Park Avenue 


New
York, NY 10022


 


The
Certificate Administrator shall make available to each Retaining Party its account information as mutually agreed upon by the
Certificate Administrator and each respective Retaining Party, and in accordance with the Certificate Administrator’s policies
and procedures. Any transfer of a Risk Retention Certificate shall be subject to this Article V. During the VRR Interest
Transfer Restriction Period, unless the Retaining Sponsor and the Depositor otherwise consent in writing, the Certificate Administrator
shall not permit any Person to copy (other than for internal purposes), and shall not itself provide to any Person copies of,
the executed Risk Retention Certificates held by it in the Retained Interest Safekeeping Account.


 


(g)       To
the extent that the aggregate Certificate Balance of the VRR Interest is in excess of the amount or percentage of risk retention
required pursuant to Regulation RR,


 



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such excess portion of the VRR Interest shall nevertheless be deemed to be subject to the
requirements of Regulation RR and any Risk Retention Certificate evidencing such excess portion of the VRR Interest shall be subject
to all of the provisions in this Agreement applicable to the VRR Interest including, without limitation, the provisions of this
Article V.


 


Section
5.03           Registration of Transfer and Exchange of Certificates.


 


(a)       The
Certificate Administrator shall keep or cause to be kept at its principal offices books (the “Certificate Register”)
in which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity,
being the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible
for, among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of each
Class of Private Certificates represented by a Temporary Regulation S Global Certificate, a Regulation S Global Certificate and
a Rule 144A Global Certificate and accepting Certificates for exchange and registration of transfer and (ii) transmitting to the
Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders. In its capacity as Certificate
Registrar, the Certificate Administrator shall be responsible for, among other things, holding the Risk Retention Certificates
on behalf of each Holder of such Certificates in accordance with Section 5.02(f).


 


(b)       Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)       Rule
144A Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A
Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during the Restricted
Period to exchange its interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S Global Certificate
of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take
delivery thereof in the form of an interest in the Temporary Regulation S Global Certificate of the same Class, such holder may,
subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial
interest in such Temporary Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office
designated in Section 5.11 of this Agreement, of (1) instructions given in accordance with the Depository’s procedures
from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in
the Temporary Regulation S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate
to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding
the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate in the
form of Exhibit E to this Agreement given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Global


 



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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 Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global Certificate
to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the
agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Global Certificate equal
to the reduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or cause to be debited, from the
account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Certificate that is being
exchanged or transferred.


 


(d)       Rule
144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A Global Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted Period to
exchange its interest in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate of the same
Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take delivery thereof
in the form of an interest in a Regulation S Global Certificate, such holder may, subject to the rules and procedures of the Depository,
exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S Global Certificate.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of
(1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate
Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Certificate in an amount equal to
the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with the
Depository’s procedures containing information regarding the participant account of the Depository to be credited with such
increase and (3) a certificate in the form of Exhibit F to this Agreement given by the holder of such beneficial interest,
then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the
Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S Global Certificate
by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit
or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S
Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or cause
to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global
Certificate that is being exchanged or transferred.


 


(e)       Temporary
Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a holder of a beneficial
interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the Certificate Registrar
as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Certificate
or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class, or to transfer its interest
in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who is required to take delivery
thereof in the form of an interest in the Rule 144A Global


 



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 Certificate, such holder may, subject to the rules and procedures of
Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent
beneficial interest in the Rule 144A Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.11 of this Agreement, of (1) instructions from Euroclear or Clearstream, if applicable,
and the Depository, directing the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest
in the Rule 144A Global Certificate equal to the beneficial interest in the Temporary Regulation S Global Certificate or Regulation
S Global Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository
to be credited with such increase, (2) with respect to a transfer of an interest in the Regulation S Global Certificate, information
regarding the participant account of the Depository to be debited with such decrease and (3) with respect to a transfer of an
interest in the Temporary Regulation S Global Certificate (but not the Regulation S Global Certificate) for an interest in the
Rule 144A Global Certificate at any time during the Restricted Period, a certificate in the form of Exhibit G to this Agreement
given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation
S Global Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Global Certificate is a Qualified
Institutional Buyer and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then the
Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary
Regulation S Global Certificate or Regulation S Global Certificate and to increase, or cause to be increased, the Certificate
Balance of the Rule 144A Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation
S Global Certificate or Regulation S Global Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository,
concurrently with such reduction, to credit, or cause to be credited, to the account of the Person specified in such instructions,
a beneficial interest in the Rule 144A Global Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation
S Global Certificate or Regulation S Global Certificate and to debit, or cause to be debited, from the account of the Person making
such transfer the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate that
is being transferred.


 


(f)       Temporary
Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global Certificate
as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate (a “Non-U.S.
Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate
substantially in the form of Exhibit H to this Agreement from the holder of a beneficial interest in such Temporary Regulation
S Global Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Global Certificate of
the same Class of Private Certificates. The Certificate Registrar shall effect such exchange by delivering to the Depository for
credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Global Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Global Certificate initially exchanged for interests
in the Regulation S Global Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that
the certificate or certificates referred to therein has or have been delivered to Euroclear or


 



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Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Global Certificate. Upon any exchange of interests in the Temporary Regulation
S Global Certificate for interests in the Regulation S Global Certificate, the Certificate Registrar shall endorse the Temporary
Regulation S Global Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount so exchanged
and shall endorse the Regulation S Global Certificate to reflect the corresponding increase in the amount represented thereby.
Until so exchanged in full and except as provided therein, the Temporary Regulation S Global Certificate, and the Certificates
evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S Global Certificate
and Rule 144A Global Certificate authenticated and delivered hereunder.


 


(g)       Non-Book
Entry Certificate to Global Certificate. If a holder of a Non-Book Entry Certificate that is a Private Certificate (other
than any Risk Retention Certificate during the VRR Interest Transfer Restriction Period, a Class S Certificate or a Class R Certificate)
wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Global Certificate of the
same Class, or to transfer all or part of such Non-Book Entry Certificate to an institution that is entitled to take delivery
thereof in the form of an interest in a Global Certificate, such holder may, subject to the rules and procedures of Euroclear
or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an
equivalent beneficial interest in the appropriate Global Certificate of the same Class. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.11 of this Agreement, of (1) such Non-Book Entry Certificate, duly
endorsed as provided herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or
cause to be credited, a beneficial interest in the applicable Global Certificate equal to the portion of the Certificate 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 I to this Agreement
(in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the form of Exhibit
J to this Agreement (in the event that the applicable Global Certificate is the Regulation S Global Certificate) or in the
form of Exhibit K to this Agreement (in the event that the applicable Global Certificate is the Rule 144A Global Certificate),
then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate,
and shall, if applicable, direct the Certificate Administrator to execute, authenticate and deliver to the transferor a new Non-Book
Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct the
Depository to increase, or cause to be increased, such Global Certificate by the aggregate Certificate 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 institution specified
in such instructions a beneficial interest in the applicable Global Certificate equal to the Certificate Balance of the portion
of the Non-Book Entry Certificate so canceled.


 


(h)       Exchanges
of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate or Non-Book
Entry Certificate (other than a Public Certificate) wishes at any time to transfer its interest in such Rule 144A Global Certificate,
Regulation S Global Certificate or Non-Book Entry Certificate to a Person who is required to take delivery thereof in the form
of a Non-Book Entry Certificate, then (except in


 



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 connection with the transfer or deemed transfer thereof by the Depositor, an
Initial Purchaser or, if occurring on the Closing Date, the Retaining Sponsor) the Certificate Registrar shall refuse to register
such transfer unless it receives (and upon receipt, may conclusively rely upon): (i) a certificate from the proposed transferor
substantially in the form attached as Exhibit L-2B to this Agreement, (ii) an investment representation letter from the
proposed transferee substantially in the form attached as Exhibit L-4 to this Agreement; and (iii) if required by the Certificate
Registrar, an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or the proposed transferee on which such opinion of counsel is based
(such opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Trustee or the Certificate Registrar in their respective capacities
as such).


 


(i)       Transfers
of Risk Retention Certificates. At all times during the VRR Interest Transfer Restriction Period, if a transfer of any Risk
Retention Certificate is to be made (other than in connection with (1) the transfer to CREFI on the Closing Date, pursuant to
the CREFI Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR1 Interest, (2) the transfer to DBNY on the
Closing Date, pursuant to the GACC Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR2 Interest, and (3)
the transfer to JPMCB on the Closing Date, pursuant to the JPMCB Mortgage Loan Purchase Agreement, of the Certificates constituting
the VRR3 Interest), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt,
the Certificate Registrar may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee
substantially in the form attached hereto as Exhibit L-5, which such certification must be countersigned by the applicable
Retaining Party, the Retaining Sponsor (if different than the Retaining Party) and the Depositor with a medallion stamp guarantee
of such Retaining Party, and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in
the form attached hereto as Exhibit L-6, which such certification must be countersigned by the applicable Retaining Party
(if different than the transferor), the Retaining Sponsor (if different than the Retaining Party) and the Depositor with a medallion
stamp guarantee of the such Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject
to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i),
and Section 5.03(n), reflect such Risk Retention Certificate in the name of the prospective Transferee. In no event shall
a Risk Retention Certificate be held as a Global Certificate during the VRR Interest Transfer Restriction Period. In connection
with each transfer of a Risk Retention Certificate after the Closing Date, the transferor of such Certificate shall pay to the
Certificate Administrator a transfer fee of $5,000 (together with any other expenses related to such transfer (including fees
charged by the Depository, if applicable)) and such fee and expenses must be received by the Certificate Administrator prior to
the transfer date or the Certificate Administrator shall not be required to complete the requested transfer.


 


(j)       Other
Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate (other than as otherwise set forth
in Section 5.02(d) of this Agreement), such Certificates may be exchanged only in accordance with such procedures as are
substantially consistent with the provisions of clauses (c) through (f), (h) and (i) above (including the certification requirements
intended to ensure that such transfers comply with


 



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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.


 


(k)       Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers made
pursuant to the provisions of clause (e) above.


 


(l)        If
Private 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 Private Certificates so issued
shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Certificate
Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or
Regulation S under the Act, Regulation RR or, with respect to Non-Book Entry Certificates, that such Certificates are not “restricted”
within the meaning of Rule 144 under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 


(m)      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.


 


(n)       No
Class VRR Certificate (if it is not an ERISA Restricted Certificate covered by the next sentence), Class S Certificate or Class
R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be (i) an employee
benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section
4975 (each, a “Plan”), or (ii) any entity or collective investment fund the assets of which are considered
Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA, or Similar Law (as
defined below), an insurance company that is using the assets of separate accounts or general accounts which include Plan assets
(or which are deemed to include assets of Plans) or other Person acting on behalf of any such Plan or using the assets of a Plan
(each, a “Plan Investor”) to purchase such Certificate. In addition, no ERISA Restricted Certificate or interest
therein may be purchased by or transferred to any prospective purchaser or transferee that is or will be a Plan or Plan Investor,
unless (i) such purchaser or transferee is an insurance company, (ii) the source of funds used to acquire or hold such ERISA Restricted
Certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60,
and (iii) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Furthermore, no ERISA Restricted Certificate,
Class VRR Certificate (regardless of whether it is an ERISA Restricted Certificate), Class S Certificate or Class R Certificate
or interest therein may be purchased by or transferred to any prospective purchaser or transferee that is or will be 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 fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar
Law”), or to any Person acting on behalf of any such plan or using the assets of such plan to acquire such Certificate
or interest therein


 



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 unless, in the case of an ERISA Restricted Certificate, its acquisition, holding and disposition of such Certificate
or an interest therein would not constitute or otherwise result in a non-exempt violation of Similar Law. Except in connection
with the transfer or deemed transfer thereof by the Depositor, an Initial Purchaser or, if occurring on the Closing Date, the
Retaining Sponsor, each prospective transferee of an ERISA Restricted Certificate, a Class VRR Certificate (regardless of whether
it is an ERISA Restricted Certificate), a Class S Certificate or a Class R Certificate in the form of a Non-Book Entry Certificate
shall deliver to the transferor, the Depositor, the Certificate Registrar, the Certificate Administrator and the Trustee representation
letters, substantially in the form of Exhibit L-3 and Exhibit L-4 to this Agreement. Each beneficial owner of a
Certificate (other than a Class S or Class R Certificate) or any interest therein will be deemed to have represented, by virtue
of its acquisition or holding of such Certificate or interest therein, that either (i) it is not a Plan or Plan Investor, (ii)
except in the case of an ERISA Restricted Certificate or a Class VRR Certificate (regardless of whether it is an ERISA Restricted
Certificate), it has acquired and is holding the Certificates in reliance on the Underwriter Exemption, and that it understands
that there are certain conditions to the availability of the Underwriter Exemption, including that the Certificates must be rated,
at the time of purchase, not lower than “BBB-” (or its equivalent) by a rating agency that meets the requirements
of the Underwriter Exemption and that such Certificate is so rated and that it is an Institutional Accredited Investor or (iii)
except in the case of a Class VRR Certificate (unless it is being sold or transferred through Citigroup Global Markets Inc., Deutsche
Bank Securities Inc. or J.P. Morgan Securities LLC), (1) it is an insurance company, (2) the source of funds used to acquire or
hold the Certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE
95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Each beneficial owner of a Certificate
or an interest therein which is a governmental plan or other plan subject to Similar Law shall be deemed to have represented,
by virtue of its acquisition or holding of such Certificate or interest therein that the acquisition, holding and disposition
of such Certificate or an interest therein by the purchaser will not constitute or otherwise result in a non-exempt violation
of Similar Law. Any attempted or purported transfer in violation of these transfer restrictions shall be null and void ab initio
and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect to the
applicable Certificates.


 


(o)       [RESERVED]


 


(p)       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(p) by a Person who is not a Permitted Transferee or by a Person who is acting as
an agent of a Person who


 



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is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


 


(ii)       No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, other than in connection with the initial Transfer thereof to the Initial Purchasers, the
Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee to deliver, and the proposed
transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit in substantially the form attached
as Exhibit L-1 to this Agreement (a “Transferee Affidavit”) of the proposed transferee (A) that such
proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has paid its debts
as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as the holder of a Residual
Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest, (3) the proposed
transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed transferee
will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment
or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S. Tax Person,
(5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a Transferee
Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee or is acting
as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed
transferee expressly agrees to be bound by and to comply with the provisions of this Section 5.03(p) and (y) other than
in connection with the initial issuance of a Class R Certificate or the Transfer of any Class R Certificate by any Initial Purchaser
in connection with the initial offering of the Certificates, require a statement from the proposed transferor substantially in
the form attached as Exhibit L-2A to this Agreement (the “Transferor Letter”), that the proposed transferor
has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know
that the proposed transferee’s statements in the preceding clauses (x)(B)(1) or (3) are false.


 


(iii)      Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (p)(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


 



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Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than 60 days after a request for information from the transferor of
such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to
the IRS and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of
Code Section 860E(e) as may be required by the Code, including, but not limited to, the present value of the total anticipated
excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election
of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information
to the transferor or to such agent referred to above; provided, however, such Persons shall in no event be excused
from furnishing such information.


 


(iv)      The
Class R Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified
Institutional Buyers.


 


(v)      The
Class S Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified
Institutional Buyers or Institutional Accredited Investors.


 


(q)      Any
attempted or purported transfer in violation of the transfer restrictions set forth in this Article V 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.


 


Section
5.04           Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered to the Certificate Registrar, the
Trustee and the Certificate Administrator such security or indemnity as may be required by it to save it harmless, then, in the
absence of actual notice that such Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall direct
the Certificate Administrator to execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust Fund. In connection with the issuance of
any new Certificate under this Section 5.04, the Certificate Registrar and the Certificate Administrator may require the
payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar) connected therewith.
Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.


 


Section
5.05           Persons Deemed Owners. The Master Servicer, the Special
Servicer, the Operating Advisor, the Trustee, the Certificate Administrator and the Certificate Registrar, and any agent of any
of them, may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as


 



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provided in this Agreement and for all other purposes whatsoever, and neither the
Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator, 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 Certificate Owner (or prospective transferee) under the same circumstances, and subject
to the same conditions, as such report, statement or other information would be provided to a Certificateholder.


 


Section
5.06           Appointment of Paying Agent. The Certificate Administrator
may appoint (and, if it does not so appoint, shall act as) a paying agent for the purpose of making distributions to Certificateholders
pursuant to Section 4.01 of this Agreement. The Certificate Administrator shall cause such Paying Agent, if other than
the Certificate Administrator or the Master Servicer, to execute and deliver to the Master Servicer and the Certificate Administrator
an instrument that is consistent in all material respects with this Agreement and in which such Paying Agent shall agree with
the Master Servicer and the Certificate Administrator that such Paying Agent will hold all sums held by it for the payment to
Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums have been paid to the Certificateholders
or disposed of as otherwise provided herein. The initial Paying Agent shall be the Certificate Administrator. The Paying Agent
shall at all times be an entity having a long-term unsecured debt rating of at least “A” by DBRS and “BBB+”
from each of S&P and Fitch, or shall be otherwise acceptable to each Rating Agency.


 


Section
5.07           Access to 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 or Certificate Owner (a “Certifying Certificateholder”)
that has delivered an executed certification as contemplated by Section 5.07(c) reflecting the appropriate information
to the Certificate Administrator at 388 Greenwich Street, New York, New York 10013, Attention: Global Transaction Services –
Benchmark 2019-B9 (i) requests in writing from the Certificate Registrar a list of the names and addresses of Certificateholders,
(ii) states that such Certifying Certificateholder desires to communicate with other Certificateholders and Certificate Owners
with respect to its rights under this Agreement or under the Certificates and (iii) provides a copy of the communication which
Certifying Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10) Business Days after the
receipt of such request (a “Communication Request”), furnish such Certifying Certificateholder (at such Certifying
Certificateholder’s sole cost and expense) a list of the names and addresses of the Certificateholders as of the most recent
Record Date as they appear in the Certificate Register. 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


 



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Depositor shall be entitled to a list of the
names and addresses of Certificateholders from time to time upon request therefor.


 


(b)       The
Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 5.07(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request
was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may
use to contact the requesting Certificateholder or Certificate Owner.


 


(c)       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) one of the following documents confirming ownership
of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer or another document acceptable
to the Certificate Administrator that is similar to any of the foregoing documents. 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. Any Certificateholder or Certificate Owner will be responsible for its own expenses
in making any Communication Request, but will not be required to bear any expenses of the Certificate Administrator. Any expenses
the Certificate Administrator incurs in connection with any request to communicate will be paid by the Trust.


 


Section
5.08           Actions of Certificateholders.


 


(a)       Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken
by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Certificate Administrator and, when required,
to the Depositor, the Master Servicer or the Special Servicer. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Certificate Administrator,
the Depositor, the Special Servicer and the Master Servicer, if made in the manner provided in this Section.


 






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(b)       The
fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner
which the Certificate Administrator deems sufficient.


 


(c)       Any
request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Special Servicer or the
Master Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


(d)       The
Certificate Administrator or Certificate Registrar may require such additional proof of any matter referred to in this Section
5.08 as it shall deem necessary.


 


Section
5.09           Authenticating Agent. The Certificate Administrator may appoint an Authenticating Agent to execute and to authenticate
Certificates. The Authenticating Agent must be acceptable to the Depositor and must be an entity organized and doing business
under the laws of the United States of America or any state, having a principal office and place of business in a state and city
acceptable to the Depositor, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state authorities. The Certificate Administrator shall
serve as the initial Authenticating Agent and the Certificate Administrator hereby accepts such appointment.


 


Any
entity into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting
from any merger, conversion or consolidation to which the Authenticating Agent shall be party, or any entity succeeding to the
corporate agency business of the Authenticating Agent, shall be the Authenticating Agent without the execution or filing of any
paper or any further act on the part of the Certificate Administrator or the Authenticating Agent.


 


The
Authenticating Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the Certificate
Administrator and the Depositor. The Certificate Administrator may at any time terminate the agency of the Authenticating Agent
by giving written notice of termination to the Authenticating Agent and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 5.09, the Certificate Administrator promptly shall appoint a successor Authenticating Agent,
which shall be acceptable to the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.09.


 


The
Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Certificate
Administrator. Any compensation paid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator.
The


 



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appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder,
and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent.


 


Section
5.10           Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian
hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator,
by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in
all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of
any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to
enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion
Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement
that purports to require such Custodian to act or refrain from acting. Each Custodian shall be a depository institution subject
to supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000, shall have a
long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs
(which may include S&P, Fitch and Moody’s)) and “BBB” from each of S&P and Fitch, and shall be qualified
to do business in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided
in Section 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate
Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at
all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is
not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations
similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian
shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and,
by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall
keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions
of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations
similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity
bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer,
or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. 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 any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements.
The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the
Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator
is the Custodian, the Custodian may self-insure.


 






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Section
5.11           Maintenance of Office or Agency.  The Certificate
Registrar shall maintain or cause to be maintained an office or offices or agency or agencies where Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Certificate Registrar initially designates its office at 480 Washington Boulevard,
30th Floor, Jersey City, New Jersey 07310, Attention - Securities Window, as its office for such purposes. The Certificate Registrar
shall give prompt written notice to the Certificateholders of any change in the location of the Certificate Register or any such
office or agency.


 


Section
5.12           Voting Procedures.  With respect to any matters submitted
to Certificateholders for a vote, the Certificate Administrator shall administer such vote through the Depository with respect
to Global Certificates and directly with registered Holders by mail with respect to Definitive Certificates. In each case, such
vote shall be administered in accordance with the following procedures, unless different procedures are otherwise described herein
with respect to a specific vote:


 


(a)       Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which, unless otherwise specifically contemplated herein for any particular matter, 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 Global Certificates through the Depository and by mail to the registered Holders of Definitive Certificates. In addition, the
notice and related ballot shall be posted to the Certificate Administrator’s Website. Notices delivered in this manner shall
be considered delivered to all Holders regardless of whether any Holder actually receives the notice and ballot.


 


(b)       In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance or Notional Amount, as applicable, greater than zero as of the record date of the vote shall be permitted
to vote. Once a Holder has cast its vote, the vote may be changed or retracted on or before the vote deadline. Any changes or
retractions shall be communicated by the Certificateholder to the Certificate Administrator in writing on a ballot. After the
vote deadline has passed, votes may not be changed or retracted by any Holder unless the Holder wishing to change or retract its
vote holds a sufficient portion of the Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition
subject to a vote without taking into consideration the votes cast by any other Holder. Transferees or purchasers of any Class
of Certificates are subject to and shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such
Certificate.


 


(c)       The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts


 



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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 5.12(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the
date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest
error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)       Unless
otherwise specifically provided herein, any and all reasonable expenses incurred by the Certificate Administrator in connection
with administering any vote shall be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders
about the matter being voted on or answer questions other than process-related questions regarding the administration of the vote.


 


(e)       If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE Asset Representations Reviewer and the Controlling
Class Representative


 


Section
6.01           Liability of the Depositor, the Master Servicer, the Special
Servicer, the Asset Representations Reviewer and the Operating Advisor. The Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer each shall be liable in accordance herewith only to the extent of
the obligations specifically imposed by this Agreement. Each of the Master Servicer, the Special Servicer, the Operating Advisor
and the Asset Representations Reviewer shall indemnify the Depositor (and any employee, director or officer of the Depositor),
the Trust Fund and the Serviced Companion Loan Holders and hold the Depositor (and any employee, director or officer of the Depositor),
the Trust Fund and the Serviced Companion Loan Holders harmless against any loss, liability or reasonable expense (including,
without limitation, reasonable attorneys’ fees and expenses, which for the avoidance of doubt include reasonable attorneys’
fees and expenses related to the enforcement of this indemnity) incurred by such parties (i) as a result of any willful misconduct,
bad faith, fraud or negligence in the performance of duties of the Master Servicer, the Special Servicer, the Operating Advisor
or the Asset Representations Reviewer, as the case may be, or by reason of negligent disregard of such Person’s obligations


 



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or duties hereunder, or (ii) as a result of the breach
by the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as the case may be,
of any of its representations or warranties contained herein. The Depositor shall indemnify the Trust Fund and the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer,
and any member, manager, employee, director or officer of the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Asset Representations Reviewer and hold the Trust Fund and the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer and
any member, manager, employee, director or officer of either the Master Servicer, the Special Servicer, the Trustee, the Operating
Advisor or the Asset Representations Reviewer harmless against any loss, liability or reasonable expense (including, without limitation,
reasonable attorneys’ fees and expenses) incurred by such parties (i) in connection with any willful misconduct, bad faith,
fraud and/or negligence in the performance of duties of the Depositor or by reason of negligent disregard of the Depositor obligations
or duties hereunder, or (ii) as a result of the breach by the Depositor of any of its representations or warranties contained
herein.


 


Section
6.02           Merger or Consolidation of the Master Servicer, the
Special Servicer, the Operating Advisor and the Asset Representations Reviewer. Subject to the following
paragraph, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer
shall keep in full effect its existence, rights and good standing as a national banking association, a corporation or a
limited liability company, as applicable, under the laws of the state of its organization and shall not jeopardize its
ability to do business in each jurisdiction in which the Mortgaged Properties are located, to the extent necessary to perform
its obligations under this Agreement, or to protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this Agreement.


 


Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer may be merged or consolidated
with or into any Person, or transfer all or substantially all of its assets (which may be limited to all or substantially all
of its assets related to commercial mortgage loan servicing or, in the case of the Operating Advisor, may be limited to all or
substantially all of its assets related to acting as a trust advisor or operating advisor for commercial mortgage securitizations)
to any Person, in which case any Person resulting from any merger or consolidation to which it shall be a party, or any Person
succeeding to its business, shall be the successor of the Master Servicer, the Special Servicer, the Operating Advisor or the
Asset Representations Reviewer, as applicable, hereunder, and shall be deemed to have assumed all of the liabilities of the Master
Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, hereunder, if each
of the Rating Agencies has provided a Rating Agency Confirmation; provided 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, then
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.


 






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Section
6.03           Limitation on Liability of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others. None of the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any of the directors, members,
managers, officers, employees or agents of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or
the Asset Representations Reviewer shall be under any liability to the Trust Fund, the Certificateholders, the Companion Loan
Holders or any other Person for any action taken, or for refraining from the taking of any action, in good faith pursuant to this
Agreement, or for errors in judgment. However, none of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer or any such Person shall be protected against any liability which would otherwise
be imposed by reason of (i) any breach of warranty or representation by such respective party in this Agreement or (ii) any willful
misconduct, bad faith, fraud or negligence on the part of such respective party in the performance of its obligations and duties
hereunder or by reason of negligent disregard on the part of such respective party of its obligations or duties hereunder. The
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any director,
member, manager, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor
or the Asset Representations Reviewer may rely in good faith on any document of any kind which, prima facie, is properly executed
and submitted by any appropriate Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer and any director, member, manager, officer, employee or agent
of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall
be indemnified and held harmless by the Trust Fund (which indemnification amounts shall be payable out of the Collection Account
or the applicable Loan Combination Custodial Account if and to the extent with respect to a Serviced Loan Combination and then
out of the Collection Account, provided that, to the extent that the amount relates to a Serviced Loan Combination, is
required under the related Co-Lender Agreement to be borne by the holder of a related Serviced Companion Loan and is paid from
the Collection Account because funds on deposit in the applicable Loan Combination Custodial Account are insufficient to pay such
indemnification, then the Master Servicer shall from time to time thereafter use amounts otherwise payable to the holder of such
Serviced Companion Loan to deposit into the Collection Account the amount so paid from the Collection Account) against any loss,
liability, penalty, fine, forfeiture, claim, judgment or expense (including reasonable legal fees and expenses, which for the
avoidance of doubt include reasonable legal fees and expenses related to the enforcement of this indemnity) incurred in connection
with, or relating to, this Agreement or the Certificates, other than any such loss, liability, penalty, fine, forfeiture, claim,
judgment or expense (including any such legal fees and expenses) (i) incurred by reason of willful misconduct, bad faith, fraud
or negligence in the performance of its obligations or duties hereunder or by reason of negligent disregard of its obligations
or duties hereunder, in each case by the Person being indemnified, (ii) with respect to any such party, resulting from the breach
by such party of any of its representations or warranties contained herein, (iii) specifically required to be borne by the party
seeking indemnification without right of reimbursement pursuant to the terms hereof or (iv) which constitutes an Advance that
is otherwise reimbursable hereunder. None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or
the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any


 



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legal action unless such
action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability
for which reimbursement is not reasonably assured, and neither the Operating Advisor nor the Asset Representations Reviewer may
prosecute on behalf of the Trust or in the interests of the Certificateholders any legal action related to its duties under this
Agreement under any circumstances; provided, however, that each of the Depositor, the Master Servicer and the Special
Servicer may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable
with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder.
In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities of the Trust Fund (payable out of the Collection Account or the applicable Loan Combination Custodial Account
if and to the extent with respect to a Serviced Loan Combination and then out of the Collection Account, provided that to the
extent that the amount relates to a Serviced Loan Combination, is required under the related Co-Lender Agreement to be borne by
the holder of a related Serviced Companion Loan and is paid from the Collection Account because funds on deposit in the applicable
Loan Combination Custodial Account are insufficient to pay such indemnification, then the Master Servicer shall from time to time
thereafter use amounts otherwise payable to the holder of such Serviced Companion Loan to deposit into the Collection Account
the amount so paid from the Collection Account), and the Depositor, the Master Servicer and the Special Servicer shall be entitled
to be reimbursed therefor from the Collection Account or the applicable Loan Combination Custodial Account, as applicable, as
provided in Section 3.06 and Section 3.06A of this Agreement.


 


Each
of the related Outside Servicer, the related Outside Special Servicer or the related Outside Trustee, as applicable, shall be
entitled to reimbursement out of general collections in the Collection Account for the Trust’s pro rata share of
any fees, costs or expenses incurred in connection with the servicing and administration of an Outside Serviced Loan Combination
as to which the securitization trust created under the applicable Outside Servicing Agreement or any of the parties thereto are
entitled to be reimbursed pursuant to the terms of the applicable Outside Servicing Agreement and the related Co-Lender Agreement
(to the extent amounts on deposit in the related “Serviced Whole Loan Custodial Account” or “Loan Combination
Custodial Account” (as each such term or any analogous term is defined in the applicable Outside Servicing Agreement) are
insufficient for reimbursement of such amounts).


 


Section
6.04           Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor.


 


(a)       Each
of the Master Servicer and the Special Servicer may resign, assign its respective rights and delegate its respective duties and
obligations under this Agreement by giving written notice thereof to the other such party, the Trustee, the Certificate Administrator
(who shall post such notice to the Certificate Administrator’s Website for review by Privileged Persons in accordance with
Section 4.02(a)), the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Serviced Companion Loan
Holders and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,
the Rule 17g-5 Information Provider; provided that, with respect to any of the Master Servicer or the Special Servicer:
(i) the successor accepting such assignment and delegation (A) shall be an established mortgage finance entity, bank or other
entity regularly engaged in the servicing of


 



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commercial mortgage loans, organized and doing business under the laws of any state
of the United States, the District of Columbia or the United States, authorized under such laws to perform the duties of a servicer
of mortgage loans or a Person resulting from a merger, consolidation or succession that is permitted under Section 6.02
of this Agreement and, in the case of a Serviced Loan Combination, under the related Co-Lender Agreement and (B) shall execute
and deliver to the Trustee and the Certificate Administrator an agreement which contains an assumption by such Person of the due
and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer or the
Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; (ii) each Rating Agency
has delivered to the Trustee a Rating Agency Confirmation; (iii) the Master Servicer or the Special Servicer shall not be released
from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this
Section 6.04; (iv) the rate at which the Servicing Fee or Special Servicing Compensation, as applicable (or any component
thereof) is calculated shall not exceed the rate then in effect; (v) for so long as no Control Termination Event has occurred
and is continuing, the successor Special Servicer is acceptable to the Controlling Class Representative (and, if a Serviced Outside
Controlled Loan Combination is affected, the successor Special Servicer is acceptable to the related Outside Controlling Note
Holder); (vi) the resigning Master Servicer or Special Servicer, as applicable, shall be responsible for the reasonable costs
and expenses of each other party hereto, the Trust and the Rating Agencies in connection with such transfer; and (vii) none of
the Operating Advisor, the Asset Representations Reviewer nor any of their Affiliates shall in any event be appointed as successor
Master Servicer or Special Servicer. Upon acceptance of such assignment and delegation, the purchaser or transferee shall be the
successor Master Servicer or Special Servicer, as applicable, hereunder.


 


(b)       Except
as otherwise provided in this Section 6.04 and Section 6.08(j), the Master Servicer and the Special Servicer shall
not resign from their respective obligations and duties hereby imposed on them except upon determination that such duties hereunder
are no longer permissible under applicable law; provided that, on and after the time the Trustee receives notice of resignation
by the Master Servicer or the Special Servicer upon determination that such duties hereunder are no longer permissible under applicable
law, the Trustee (solely with respect to the Master Servicer or the Special Servicer) shall, subject to the terms and provisions
of Section 7.02 of this Agreement as if the resigning party was a Terminated Party, be its successor in all respects in
its capacity as Master Servicer or Special Servicer, as applicable, as though the Master Servicer or the Special Servicer, as
the case may be, had received a notice of termination. Any such determination permitting the resignation of the Master Servicer
or the Special Servicer, as applicable, shall be evidenced by an Opinion of Counsel (obtained at the resigning Master Servicer’s
or Special Servicer’s expense) to such effect delivered to the Trustee and the Certificate Administrator.


 


Except
as provided in the immediately preceding paragraph, no resignation or removal of the Master Servicer, the Special Servicer as
contemplated herein shall become effective until the Trustee (solely with respect to the Master Servicer or the Special Servicer)
or a successor Master Servicer, Special Servicer shall have assumed the Master Servicer’s or the Special Servicer’s,
as applicable, responsibilities, duties, liabilities and obligations hereunder. Notwithstanding anything to the contrary herein,
none of the Operating Advisor, the Asset Representations Reviewer nor any of their Affiliates may be appointed as successor Master


 



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Servicer or Special Servicer. If no successor Master Servicer or Special Servicer can be obtained to perform such obligations
for the same compensation to which the terminated Master Servicer or Special Servicer would have been entitled, additional amounts
payable to such successor Master Servicer or Special Servicer shall be payable out of the Trust; provided that, for so
long as no Consultation Termination Event has occurred and is continuing, the Trustee shall consult with the Controlling Class
Representative prior to the appointment of a successor Master Servicer, Special Servicer or Operating Advisor at a servicing or
operating advisor compensation in excess of that permitted to the terminated Master Servicer, Special Servicer or Operating Advisor,
as applicable.


 


(c)       The
Operating Advisor may resign from its obligations and duties under this Agreement (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 Parties 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. Except as provided in Section 6.04(d), no such resignation
by the Operating Advisor shall become effective until a replacement Operating Advisor shall have assumed the resigning Operating
Advisor’s responsibilities and obligations under this Agreement. The successor entity assuming the obligations of the Operating
Advisor under this Agreement shall be entitled to the compensation to which the Operating Advisor would have been entitled hereunder
after the date of assumption of such obligations. If no successor Operating Advisor can be obtained to perform such obligations
for such compensation, additional amounts payable to such successor Operating Advisor shall be payable out of the Trust; provided
that, for so long as no Consultation Termination Event has occurred and is continuing, the Trustee shall consult with the
Controlling Class Representative prior to the appointment of a successor Operating Advisor at an operating advisor compensation
in excess of that permitted to the terminated Operating Advisor. If no successor Operating Advisor has been appointed and accepted
such appointment within 60 days after the resigning Operating Advisor’s giving of notice of resignation, the resigning Operating
Advisor may petition any court of competent jurisdiction for appointment of a successor. The resigning Operating Advisor shall
pay all costs and expenses associated with its resignation and the transfer of its duties (including costs and expenses incurred
by each other party hereto, the Trust and the Rating Agencies) pursuant to this Section 6.04.


 


(d)       In
addition, in the event that there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the
Class X-F Certificates, the Class X-G Certificates, the Class X-H Certificates, the Class X-J Certificates, the Class S Certificates,
the VRR Interest and the Class R Certificates, then all of the rights and obligations of the Operating Advisor under this Agreement
shall terminate without payment of any penalty or termination fee (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). If the Operating Advisor is terminated
pursuant to the foregoing sentence, then no replacement Operating Advisor shall be appointed.


 






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Section
6.05           Rights of the Depositor, the Trustee and the Certificate
Administrator in Respect of the Master Servicer and Special Servicer. The Master Servicer and the Special Servicer shall afford
the Depositor, the Trustee, the Certificate Administrator and, subject to Section 12.13 of this Agreement, each Rating
Agency, upon reasonable notice, during normal business hours access to all records maintained by it in respect of its rights and
obligations hereunder and access to its officers responsible for such obligations, if reasonably related to the performance of
the obligations of such Person under this Agreement. Upon request, if reasonably related to the performance of the obligations
of such Person under this Agreement, the Master Servicer and the Special Servicer shall furnish to the Depositor, each of the
Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator
its most recent publicly available annual financial statements or those of its public parent. The Depositor is not obligated to
monitor or supervise the performance of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator or the Trustee under this Agreement. The Depositor may, but is not obligated to, enforce
the obligations of the Master Servicer or the Special Servicer hereunder which are in default and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of such Person hereunder or exercise its rights hereunder, provided
that the Master Servicer and the Special Servicer shall not be relieved of any of its obligations hereunder by virtue of such
performance by the Depositor or its designee. In the event the Depositor or its designee undertakes any such action it will be
reimbursed by the Trust Fund from the Collection Account as provided in Section 3.06 and Section 6.03 of this Agreement
to the extent not recoverable from the Master Servicer or the Special Servicer, as applicable. None of the Depositor, the Trustee,
the Certificate Administrator, the Master Servicer (with respect to the Special Servicer) or the Special Servicer (with respect
to the Master Servicer) shall have any responsibility or liability for any action or failure to act by the Master Servicer or
the Special Servicer, and no such Person is obligated to monitor or supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise. Neither the Master Servicer nor the Special Servicer shall have any responsibility
or liability for any action or failure to act by the Depositor, the Trustee or the Certificate Administrator and neither such
Person is obligated to monitor or supervise the performance of the Depositor, the Trustee or the Certificate Administrator under
this Agreement or otherwise.


 


Each
of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, and the Special Servicer shall furnish such
reports, certifications and information as are reasonably requested by the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer or the Special Servicer, as applicable, in order to enable such requesting party to perform its duties hereunder,
provided that for the avoidance of doubt, this shall not require any Person to prepare any reports, Certificates and information
not required to be prepared hereunder.


 


Neither
the Master Servicer nor the Special Servicer shall be under any obligation to disclose confidential or proprietary information
pursuant to this Section.


 


Section
6.06           Master Servicer, Special Servicer as Owner of a Certificate. The
Master Servicer or an Affiliate of the Master Servicer or the Special Servicer or an Affiliate of the Special Servicer may become
the Holder (or with respect to a Global Certificate, Certificate Owner) of any Certificate with the same rights it would have
if it were not the


 



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Master Servicer or the Special Servicer or an Affiliate thereof, except as otherwise expressly provided herein.
If, at any time during which the Master Servicer or the Special Servicer or an Affiliate of the Master Servicer or the Special
Servicer is the Holder or Certificate Owner of any Certificate, the Master Servicer or the Special Servicer proposes to take action
(including for this purpose, omitting to take action) that (i) is not expressly prohibited by the terms hereof and would not,
in the Master Servicer’s or the Special Servicer’s good faith judgment, violate the Servicing Standard, and (ii) if
taken, might nonetheless, in the Master Servicer’s or the Special Servicer’s good faith judgment, be considered by
other Persons to violate the Servicing Standard, the Master Servicer or the Special Servicer may seek the approval of the Certificateholders
and any affected Serviced Companion Loan Holder to such action by delivering to the Trustee and the Certificate Administrator
a written notice that (i) states that it is delivered pursuant to this Section 6.06, (ii) identifies the Percentage Interest
in each Class of Certificates beneficially owned by the Master Servicer or the Special Servicer or an Affiliate of the Master
Servicer or the Special Servicer, and (iii) describes in reasonable detail the action that the Master Servicer or the Special
Servicer proposes to take. The Certificate Administrator, upon receipt of such notice, shall forward it to the Certificateholders
(other than the Master Servicer and its Affiliates or the Special Servicer and its Affiliates, as appropriate) together with such
instructions for response as the Certificate Administrator shall reasonably determine. If at any time Certificateholders holding
greater than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned
by the Master Servicer or its Affiliates or the Special Servicer or its Affiliates) and any affected Serviced Companion Loan Holder
shall have consented in writing to the proposal described in the written notice, and if the Master Servicer or the Special Servicer
shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate
Administrator shall be entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable, of the reasonable
expenses of the Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing provision
that the Master Servicer or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine
servicing matters arising hereunder, except in the case of unusual circumstances.


 


Section
6.07           Rating Agency Fees. The Depositor shall pay (or cause
to be paid) the annual fees of each Rating Agency including, but not limited to, surveillance fees.


 


Section
6.08           Termination of the Special Servicer.


 


(a)       At
any time prior to the occurrence and continuance of a Control Termination Event (or if a Control Termination Event has occurred
but is no longer continuing), the Controlling Class Representative shall be entitled to terminate the rights (subject to Section
3.12, Section 6.03, Section 6.08(b) and Section 6.08(g) of this Agreement) and obligations of the Special
Servicer under this Agreement with respect to the Serviced Loans (exclusive of any Serviced Outside Controlled Loan Combination
and any Excluded Mortgage Loan), with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the
Master Servicer, the Certificate Administrator and the Trustee and, in the case of a termination of the Special Servicer with
respect to a Serviced Loan Combination, the related Companion Loan Holder(s); provided that so long as LNR Securities Holdings,
LLC or an Affiliate thereof owns, as of the date of the delivery of the related notice of termination, at least


 



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25% of the Certificate
Balance of the then Controlling Class of Certificates, LNR Partners, LLC may not be so removed or replaced as Special Servicer
by the Controlling Class Representative without cause.


 


With
respect to any Serviced Outside Controlled Loan Combination, the related Outside Controlling Note Holder shall be entitled, to
the extent provided in the related Co-Lender Agreement, at any time to terminate the rights (subject to Section 3.12, Section
6.03, Section 6.08(b) and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement
solely with respect to such Serviced Outside Controlled Loan Combination, with or without cause, upon ten (10) Business Days’
notice to the Special Servicer, the Master Servicer, the Certificate Administrator and the Trustee and any other related Companion
Loan Holder(s).


 


Upon
a termination (pursuant to the first or the second paragraph of this Section 6.08(a)) or a resignation (pursuant to Section
6.04(b) of this Agreement) of the Special Servicer with respect to the applicable Serviced Loan(s), the Controlling Class
Representative (with respect to the Serviced Loans other than any Serviced Outside Controlled Loan Combination) or the related
Outside Controlling Note Holder (with respect to a Serviced Outside Controlled Loan Combination), as applicable, shall appoint
a successor Special Servicer with respect to the Serviced Loans (exclusive of any Serviced Outside Controlled Loan Combination)
or the related Serviced Outside Controlled Loan Combination, as the case may be; provided, however, that (i) such successor shall
meet the requirements set forth in Section 7.02 of this Agreement, (ii) the Controlling Class Representative (with respect
to the Serviced Loans other than any Serviced Outside Controlled Loan Combination) or the related Outside Controlling Note Holder
(with respect to a Serviced Outside Controlled Loan Combination), as applicable, shall (at no expense to the Trust) obtain and
deliver to the Certificate Administrator and the Trustee a Rating Agency Confirmation with respect to such proposed successor
acting as a Special Servicer and (iii) in the case of the appointment of a successor Special Servicer with respect to a Serviced
Loan Combination, the Controlling Class Representative (with respect to the Serviced Loans other than any Serviced Outside Controlled
Loan Combination) or the related Outside Controlling Note Holder (with respect to a Serviced Outside Controlled Loan Combination),
as applicable, shall (at no expense to the Trust or any related Other Securitization Trust) obtain and deliver to the certificate
administrator (if any) and the trustee for each related Other Securitization Trust (with a copy to the Certificate Administrator
and the Trustee) a Companion Loan Rating Agency Confirmation with respect to such proposed successor acting as a Special Servicer
for each related Serviced Companion Loan.


 


Following
the occurrence and during the continuance of a Control Termination Event, upon (i) the written direction of Holders of Certificates
evidencing not less than 25% of the Voting Rights of the Certificates (other than the Class S and Class R Certificates) requesting
a vote to terminate and replace the Special Servicer (with respect to all of the Serviced Loans other than any Serviced Outside
Controlled Loan Combination) with a proposed successor Special Servicer, (ii) payment by such Holders to the Certificate Administrator
of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote
and (iii) delivery by such Holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation with respect
to the termination of the existing Special Servicer and the replacement thereof with the proposed successor (with the reasonable
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 associated with obtaining such Rating Agency Confirmation to be an expense of such Holders),
the Certificate Administrator shall promptly provide written notice of the requested vote to all Certificateholders by posting
such notice on its internet website and by mailing at their addresses appearing in the Certificate Register. Upon the affirmative
vote of (a) the Holders of Certificates (other than the Class S and Class R Certificates) evidencing at least 66 2/3% of the Voting
Rights allocable to the Certificates of those Holders that voted on such matter (provided that Holders representing the
applicable Certificateholder Quorum vote on the matter) or (b) the Holders of Non-Reduced Certificates evidencing more than 50%
of the Voting Rights allocable to each Class of Non-Reduced Certificates, the Trustee shall terminate all of the rights (subject
to Section 3.12, Section 6.03 and Section 6.08(g) of this Agreement) and obligations of the Special Servicer
under this Agreement with respect to the Serviced Loans (other than any Serviced Outside Controlled Loan Combination), and the
proposed successor Special Servicer shall succeed to the duties of the Special Servicer with respect to the Serviced Loans (other
than any Serviced Outside Controlled Loan Combination) all as if a removal and replacement were occurring pursuant to Section
7.01 and Section 7.02 of this Agreement; provided that if such affirmative vote is not achieved within 180 days
of the initial request for a vote to terminate and replace the Special Servicer, then such vote shall have no force and effect.
The provisions set forth in the foregoing sentences of this paragraph shall be binding upon and inure to the benefit of solely
the Certificateholders and the Trustee as between each other. The Special Servicer shall not have any cause of action based upon
or arising from any breach or alleged breach of such provisions. As between the Special Servicer, on the one hand, and the Certificateholders,
on the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the
termination of the Special Servicer.


 


The
Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder and Certificate
Owner may access notices on the Certificate Administrator’s Website and each Certificateholder and Certificate Owner may
register to receive e-mail notifications when such notices are posted on the Certificate Administrator’s Website; provided
that the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders for the reasonable
expenses of posting such notices.


 


(b)       At
any time after the occurrence and during the continuance of a Consultation Termination Event, with respect to the Serviced Loans,
if the Operating Advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer has failed
to comply with the Servicing Standard and (2) a replacement of the Special Servicer would be in the best interest of the Certificateholders
(as a collective whole), the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to
the Special Servicer, a written recommendation in the form of Exhibit T attached hereto (which form may be modified or
supplemented from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance
of such form with the terms and provisions of this Agreement, provided that in no event shall the information or any other
content included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its
position (along with relevant information justifying its recommendation), recommending a replacement special servicer with respect
to the Serviced Loans, meeting the applicable requirements of this Agreement, which recommended special servicer has agreed to
succeed the then-current Special Servicer if appointed in accordance herewith, and requesting a vote on whether the existing Special
Servicer should be replaced.


 



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In
any such event, the Certificate Administrator shall promptly post a copy of such recommendation on the Certificate Administrator’s
Website and by mail send notice of such recommendation to all Certificateholders, asking them to vote whether they wish to remove
the Special Servicer with respect to the Serviced Loans. Upon (i) the affirmative vote of the Holders of Certificates evidencing
at least a majority of the Voting Rights allocable to each Class of Non-Reduced Certificates and (ii) receipt of Rating Agency
Confirmation from each Rating Agency by the Certificate Administrator following satisfaction of the foregoing clause (i), the
Trustee shall (x) terminate all of the rights (subject to Section 3.12, Section 6.03 and Section 6.08(g)
of this Agreement) and obligations of the Special Servicer under this Agreement with respect to the Serviced Loans, (y) appoint
the recommended successor Special Servicer and (z) promptly notify such outgoing Special Servicer of the effective date of such
termination. The reasonable fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmation
and administering such vote shall be an Additional Trust Fund Expense. If such affirmative vote of the Holders of the required
Certificates contemplated by clause (i) of the second preceding sentence is not achieved within 180 days of the initial request
for such vote (which, for the avoidance of doubt, is the date on the which the aforementioned notice was mailed to the Certificateholders),
then the Trustee shall have no obligation to remove the Special Servicer and such recommendation shall lapse and have no force
or effect. Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed to
succeed to the obligations of the Special Servicer under this Agreement with respect to the Serviced Loans, and to act as the
Special Servicer’s successor hereunder. No penalty or fee shall be payable to the terminated Special Servicer with respect
to any termination pursuant to this Section 6.08(b). If any Special Servicer is terminated pursuant to this Section
6.08(b), then (notwithstanding anything herein to the contrary) the terminated party may not subsequently be re-appointed
as the Special Servicer hereunder pursuant to any other subsection of this Section 6.08, any other section of this Agreement
or any Co-Lender Agreement.


 


(c)       In
no event may a successor Special Servicer be a current or former Operating Advisor or Asset Representations Reviewer or any Affiliate
of such current or former Operating Advisor or Asset Representations Reviewer. Further, such successor must be a Person that (i)
satisfies all of the eligibility requirements applicable to special servicers contained in this Agreement and, in the case of
a Serviced Loan Combination, in the related Co-Lender Agreement, (ii) is not obligated or allowed to pay the Operating Advisor
(x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement or (y) for the appointment
of the successor Special Servicer or the recommendation by the Operating Advisor for the replacement Special Servicer to become
the Special Servicer, (iii) is not entitled to waive any compensation from the Operating Advisor and (iv) is not entitled to receive
any fee from the Operating Advisor for its appointment as successor Special Servicer, in each case, unless expressly approved
by 100% of the Certificateholders.


 


(d)       The
appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective obligations
to make Advances as set forth herein; provided, however, the initial Special Servicer specified in Section 3.21(a)
of this Agreement shall not be liable for any actions or any inaction of such successor Special Servicer. Any termination
fee payable to the terminated Special Servicer and any costs incurred by the Trust or the terminated Special Servicer in connection
with the replacement of


 



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a Special Servicer shall be paid by the Controlling Class Representative, the Certificateholders or the
Serviced Companion Loan Holder so terminating the Special Servicer and shall not in any event be an expense of the Trust Fund.


 


(e)       No
termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the successor
Special Servicer shall have executed and delivered to the Trustee and the Certificate Administrator an agreement which contains
an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed
or observed by the Special Servicer under this Agreement from and after the date of such agreement, (ii) the Depositor and, if
applicable, each related Other Depositor shall have received the written notice and information with respect to the successor
Special Servicer as set forth in Section 10.02(a) and (iii) subject to Section 12.13 of this Agreement, each Rating
Agency has delivered to the Trustee and the Certificate Administrator a Rating Agency Confirmation and, if required pursuant to
Section 6.08(a), each Companion Loan Rating Agency has delivered to the Trustee and the Certificate Administrator and their
respective counterparts with respect to the Other Securitization Trust a Companion Loan Rating Agency Confirmation, in each case
with respect to such termination and appointment of a successor.


 


(f)       Any
successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.06(a) of
this Agreement mutatis mutandis as of the date of its succession.


 


(g)       In
the event that the Special Servicer is terminated pursuant to this Section 6.08, the Trustee shall, by notice in writing
to the Special Servicer, terminate all of its rights and obligations under this Agreement and in and to the applicable Mortgage
Loan(s) and/or Serviced Loan Combinations and the proceeds thereof, other than any rights the Special Servicer may have hereunder
as a Certificateholder and any rights or obligations that accrued prior to the date of such termination (including, without limitation,
the right to receive all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on such amounts
until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date
of such termination and the right to the benefits of Section 6.03 of this Agreement and the right to receive ongoing Workout
Fees in accordance with the terms hereof).


 


(h)       If
(1) a replacement special servicer is appointed with respect to a Serviced Loan Combination or any related REO Property in accordance
with Article VII or this Section 6.08 or (2) an Excluded Mortgage Loan Special Servicer is appointed with respect
to an Excluded Special Servicer Mortgage Loan, such that there are multiple parties acting as Special Servicer hereunder, then,
unless the context clearly requires otherwise: (i) when used in the context of imposing duties and obligations on the Special
Servicer hereunder or the performance of such duties and obligations, the term “Special Servicer” shall mean (A) the
applicable Loan Combination Special Servicer, insofar as such duties and obligations relate to the subject Serviced Loan Combination
or any related REO Property, (B) the applicable Excluded Mortgage Loan Special Servicer, insofar as such duties and obligations
relate to the subject Excluded Special Servicer Mortgage Loan or any related REO Property and (C) the General Special Servicer,
in all other cases (provided, that in Section 3.15 and Article VII of


 



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this Agreement, the term “Special Servicer”
shall mean each of the Loan Combination Special Servicers, the Excluded Mortgage Loan Special Servicers (if any) and the General
Special Servicer); (ii) when used in the context of identifying the recipient of any information, funds, documents, instruments
and/or other items, the term “Special Servicer” shall mean (A) the applicable Loan Combination Special Servicer, insofar
as such information, funds, documents, instruments and/or other items relate to the subject Serviced Loan Combination or any related
REO Property, (B) the applicable Excluded Mortgage Loan Special Servicer, insofar as such information, funds, documents, instruments
and/or other items relate to the subject Excluded Special Servicer Mortgage Loan or any related REO Property and (C) the General
Special Servicer, in all other cases; (iii) when used in the context of granting the Special Servicer the right to purchase all
of the Mortgage Loans and all other property held by the Trust Fund pursuant to Section 9.01 of this Agreement, the term
“Special Servicer” shall mean the General Special Servicer only; (iv) when used in the context of the Special Servicer
being replaced pursuant to this Section 6.08 by the Controlling Class Representative or the applicable Certificateholders,
the term “Special Servicer” shall mean the General Special Servicer, the applicable Loan Combination Special Servicer
or the applicable Excluded Mortgage Loan Special Servicer, if applicable; (v) when used in the context of granting the Special
Servicer any protections, limitations on liability, immunities and/or indemnities hereunder, the term “Special Servicer”
shall mean each of the Loan Combination Special Servicers, the Excluded Mortgage Loan Special Servicers (if any) and the General
Special Servicer; and (vi) when used in the context of requiring indemnification from, imposing liability on, or exercising any
remedies against, the Special Servicer for any breach of a representation, warranty or covenant hereunder or for any negligence,
bad faith or willful misconduct in the performance of duties and obligations hereunder or any negligent disregard of such duties
and obligations or otherwise holding the Special Servicer responsible for any of the foregoing, the term “Special Servicer”
shall mean the applicable Loan Combination Special Servicer, the applicable Excluded Mortgage Loan Special Servicer or the General
Special Servicer, as applicable.


 


(i)       References
in this Agreement to “General Special Servicer” mean the Person performing the duties and obligations of special servicer
with respect to the Mortgage Pool (exclusive of (A) any Serviced Loan Combination or related REO Property as to which a different
Loan Combination Special Servicer has been appointed with respect thereto and (B) any Excluded Special Servicer Mortgage Loan
or any related REO Property as to which an Excluded Mortgage Loan Special Servicer has been appointed with respect thereto).


 


(j)       Notwithstanding
anything to the contrary contained in this Section 6.08, if the Special Servicer obtains knowledge that it is, or has become,
a Borrower Party with respect to any Mortgage Loan or Loan Combination, then the Special Servicer shall resign in such capacity
with respect to such Excluded Special Servicer Mortgage Loan. Prior to the occurrence and continuance of a Control Termination
Event, if the Excluded Special Servicer Mortgage Loan is not also an Excluded Mortgage Loan, the Controlling Class Representative
shall appoint (and replace with or without cause) the Excluded Mortgage Loan Special Servicer, as successor to the resigning Special
Servicer, for the related Excluded Special Servicer Mortgage Loan in accordance with this Agreement. If such Excluded Special
Servicer Mortgage Loan is also an Excluded Mortgage Loan, the largest Controlling Class Certificateholder (by Certificate Balance)
that is not an Excluded Controlling Class Holder shall appoint (and replace with or without cause) the Excluded Mortgage Loan
Special Servicer


 



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for the related Excluded Special Servicer Mortgage Loan in accordance with this Agreement. If a Control Termination
Event has occurred and is continuing, neither the Controlling Class Representative nor any other Controlling Class Certificateholder
shall be entitled to remove or replace the Special Servicer with respect to any Excluded Special Servicer Mortgage Loan. If a
Control Termination Event has occurred and is continuing but prior to the occurrence and continuance of a Consultation Termination
Event, the largest Controlling Class Certificateholder that is not an Excluded Controlling Class Holder shall have the right to
appoint the Excluded Mortgage Loan Special Servicer.


 


If
a Consultation Termination Event has occurred and is continuing, or if neither the Controlling Class Representative nor any Controlling
Class Certificateholder is entitled to appoint the Excluded Mortgage Loan Special Servicer for the related Excluded Special Servicer
Mortgage Loan pursuant to the first paragraph of this Section 6.08(j) (or if, despite being so entitled to appoint the
Excluded Mortgage Loan Special Servicer for the related Excluded Special Servicer Mortgage Loan pursuant to the first paragraph
of this Section 6.08(j), neither the Controlling Class Representative nor any Controlling Class Certificateholder has appointed
a Excluded Mortgage Loan Special Servicer for the related Excluded Special Servicer Mortgage within 30 days), then the Certificate
Administrator shall provide written notice to the resigning Special Servicer that such Excluded Mortgage Loan Special Servicer
has not been appointed and such resigning Special Servicer shall use reasonable efforts to appoint such Excluded Mortgage Loan
Special Servicer. In the event that the resigning Special Servicer is required to appoint an Excluded Mortgage Loan Special Servicer,
the resigning Special Servicer shall not have any liability for the actions of the newly appointed Excluded Mortgage Loan Special
Servicer, and absent willful misconduct, bad faith, fraud or negligence on the part of such resigning Special Servicer, the resigning
Special Servicer and its directors, members, managers, officers, employees and agents shall be entitled to be indemnified by the
Trust Fund against any and all losses or liability incurred in connection with any legal action resulting from the actions of
the Excluded Mortgage Loan Special Servicer. It shall be a condition to the appointment of any such Excluded Mortgage Loan Special
Servicer that (i) such Excluded Mortgage Loan Special Servicer has delivered a Rating Agency Confirmation with respect such appointment
to the Certificate Administrator and the Trustee and, if the related Excluded Special Servicer Mortgage Loan is part of a Serviced
Loan Combination, a Companion Loan Rating Agency Confirmation with respect to such appointment to the certificate administrator
(if any) and the trustee for each related Other Securitization Trust (with a copy to the Certificate Administrator and the Trustee),
(ii) such Excluded Mortgage Loan Special Servicer satisfies all of the eligibility requirements applicable to the Special Servicer
set forth in this Agreement and (iii) such Excluded Mortgage Loan Special Servicer delivers to the Depositor (and the Certificate
Administrator) and any applicable Other Depositor (and any applicable Other Exchange Act Reporting Party), 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 Mortgage Loan
Special Servicer. For the avoidance of doubt, the newly appointed Excluded Mortgage Loan Special Servicer (and not the resigning
Special Servicer) shall be the party responsible to comply with the conditions of the previous sentence.


 


If
at any time the Person that had acted as the Special Servicer for any Mortgage Loan or Loan Combination prior to such Mortgage
Loan or Loan Combination, as the case may be, becoming an Excluded Special Servicer Mortgage Loan is no longer a Borrower Party
(including, without limitation, as a result of the related Mortgaged Property becoming REO


 



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Property or an assumption of the Excluded
Special Servicer Mortgage Loan) with respect to such Mortgage Loan or Loan Combination, as the case may be, (1) the related Excluded
Mortgage Loan Special Servicer shall resign, (2) such Mortgage Loan or Loan Combination, as the case may be, shall no longer be
an Excluded Special Servicer Mortgage Loan, (3) such original Special Servicer shall become the Special Servicer again for such
Mortgage Loan or Loan Combination, as the case may be, and (4) such original Special Servicer shall be entitled to all Special
Servicing Compensation and Additional Special Servicing Compensation with respect to such Mortgage Loan or Loan Combination, as
the case may be, earned during such time on and after such Mortgage Loan or Loan Combination, as the case may be, is no longer
an Excluded Special Servicer Mortgage Loan.


 


The
Excluded Mortgage Loan Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded
Special Servicer Mortgage Loan and will be entitled to all Special Servicing Compensation and Additional Special Servicing Compensation
with respect to such Excluded Special Servicer Mortgage Loan earned after its appointment as the Excluded Mortgage Loan Special
Servicer and during such time as the related Mortgage Loan is an Excluded Special Servicer Mortgage Loan (provided that
the Special Servicer shall remain entitled to all Special Servicing Compensation and Additional Special Servicing Compensation
with respect to the Mortgage Loans and Serviced Loan Combinations that are not Excluded Special Servicer Mortgage Loans during
such time).


 


Notwithstanding
anything to the contrary in this Section 6.08(j), in the case of any Serviced Outside Controlled Loan Combination, the
related Outside Controlling Note Holder will have the right to appoint an Excluded Mortgage Loan Special Servicer.


 


(k)       If
a Servicing Officer of the Master Servicer, a related Excluded Mortgage Loan Special Servicer, or the Special Servicer, as applicable,
has actual knowledge that a Mortgage Loan is no longer an Excluded Mortgage Loan, an Excluded Controlling Class Mortgage Loan
or an Excluded Special Servicer Mortgage Loan, as applicable, the Master Servicer, the related Excluded Mortgage Loan Special
Servicer or Special Servicer, as applicable, shall provide prompt written notice thereof to each of the other parties to this
Agreement.


 


Section
6.09      The Directing Holder, the Controlling Class Representative and the Risk Retention Consultation Parties.


 


(a)       The
related Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination
Event has occurred and is continuing or the subject Mortgage Loan is an Excluded Mortgage Loan) shall be entitled: (1) with respect
to the applicable Serviced Loan(s) that are Specially Serviced Loan(s), to advise the Special Servicer as to all Major Decisions;
(2) with respect to the applicable Serviced Loan(s) that are Performing Serviced Loan(s), to advise the Special Servicer as to
all Major Decisions; and (3) in the case of the Controlling Class Representative, with respect to any Outside Serviced Mortgage
Loan, to exercise consultation and, to the extent provided in Section 3.01(i), consent rights (if any) and attend annual
meetings with the related Outside Servicer and the related Outside Special Servicer, in each case, to the extent the holder of
such


 



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Outside Serviced Mortgage Loan is entitled to such rights pursuant to the related Co-Lender Agreement.


 


In
addition, except as set forth in, and in any event subject to, Section 6.09(b) and the subsequent paragraphs of this Section
6.09(a), (1) the Master Servicer shall not be permitted to take any of the actions constituting a Major Decision unless the
Master Servicer and the Special Servicer mutually agree that the Master Servicer shall take such action, subject to the consent
of the Special Servicer, who shall have 15 Business Days (or 60 days with respect to the determination of an Acceptable Insurance
Default) (from the date that the Special Servicer receives the information from the Master Servicer) to analyze and make a recommendation
regarding such Major Decision (provided that if the Special Servicer does not consent, or notify the Master Servicer that
it will not consent, to such Major Decision within the required 15 Business Days or 60 days, as applicable, the Special Servicer
shall be deemed to have consented to such Major Decision), and (2) the Special Servicer shall not be permitted (if the
Controlling Class Representative is the related Directing Holder, for so long as no Control Termination Event exists) to take,
or to consent to the Master Servicer’s taking, any of the actions constituting a Major Decision as to which the related
Directing Holder has objected in writing within ten (10) Business Days (or in the case of a determination of an Acceptable Insurance
Default, twenty (20) days (or, in the case of a Serviced Outside Controlled Loan Combination, such other period contemplated by
the related Co-Lender Agreement)) after receipt of the related Major Decision Reporting Package from the Special Servicer (provided
that (i) if such written objection has not been received by the Special Servicer within such ten (10) Business Day period
or twenty (20) day period (or, in the case of a Serviced Outside Controlled Loan Combination, such other period contemplated by
the related Co-Lender Agreement), as applicable, then the related Directing Holder will be deemed to have approved such action
and (ii) the consent of the Controlling Class Representative shall not be required in connection with a Major Decision with respect
to an Excluded Mortgage Loan).


 


Furthermore,
each of (x) the Controlling Class Representative (with respect to each Serviced Loan other than (i) a Serviced Outside Controlled
Loan Combination and (ii) an Excluded Mortgage Loan), provided that a Control Termination Event does not exist, and (y) the related
Outside Controlling Note Holder (with respect to a Serviced Outside Controlled Loan Combination) may direct the Special Servicer
to take, or to refrain from taking, such other actions with respect to the applicable Serviced Loan(s) as such party may reasonably
deem advisable or as to which provision is otherwise made herein.


 


Notwithstanding
the foregoing, if the Controlling Class Representative is the related Directing Holder, the Special Servicer is not required to
obtain the consent of the Controlling Class Representative prior to taking, or consenting to the Master Servicer’s taking
of, any Major Decision following the occurrence and during the continuance of a Control Termination Event; provided that,
the Special Servicer shall consult (on a non-binding basis) with (i) the Controlling Class Representative (after the occurrence
and during the continuance of a Control Termination Event and only until the occurrence and continuance of a Consultation Termination
Event, but other than with respect to any Excluded Mortgage Loan), (ii) the Operating Advisor (after the occurrence and during
the continuance of a Control Termination Event) and (iii) the Risk Retention Consultation Parties under the circumstances set
forth in the third following paragraph, in connection with any Major Decision and consider alternative actions recommended by
the Controlling Class Representative, the Operating Advisor and the Risk Retention Consultation


 



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 Parties, but, in the case of the
Controlling Class Representative, only to the extent such consultation with, or consent of, the Controlling Class Representative
would have been required prior to the occurrence and continuance of such Control Termination Event; and provided, further,
that the Controlling Class Representative (with respect to any Serviced Outside Controlled Loan Combination that does not include
an Excluded Mortgage Loan and for so long as no Consultation Termination Event exists) and the Operating Advisor (if a Control
Termination Event exists) may consult regarding a Serviced Outside Controlled Loan Combination only if and to the extent that
the holder of the related Split Mortgage Loan is granted consultation rights under the related Co-Lender Agreement. For the avoidance
of doubt, with respect to any Serviced Outside Controlled Loan Combination (which, for the avoidance of doubt, shall include,
without limitation, any Servicing Shift Loan Combination prior to the related Servicing Shift Date), the Special Servicer shall
be responsible for obtaining any consent or deemed consent of the related Outside Controlling Note Holder for “Major Decisions”
(as such term or any analogous term is defined in the related Co-Lender Agreement) to the extent such consent is required under
this Agreement or under the terms of the related Co-Lender Agreement. Notwithstanding the foregoing, the Controlling Class Representative
shall have no consent or consultation rights with respect to Major Decisions with respect to any Excluded Mortgage Loan, and a
Risk Retention Consulting Party shall not have consultation rights with respect to any related Excluded RRCP Mortgage Loan. The
Special Servicer shall provide all information reasonably requested by the Controlling Class Representative, the Operating Advisor
and/or any Risk Retention Consultation Party, as applicable, and in the Special Servicer’s possession that is necessary
in order for the Controlling Class Representative, the Operating Advisor and/or such Risk Retention Consultation Party to exercise
their respective consultation rights set forth in the first sentence of this paragraph.


 


With
respect to a Servicing Shift Loan Combination that is a Serviced Outside Controlled Loan Combination, prior to the related Servicing
Shift Date, no request for approval of the Controlling Class Representative shall be made on any matter related to such Servicing
Shift Loan Combination, except that the Controlling Class Representative (prior to the occurrence and continuance of a Consultation
Termination Event and only if the related Servicing Shift Mortgage Loan is not an Excluded Mortgage Loan) may exercise the consultation
rights, if any, of the holder of the related Servicing Shift Mortgage Loan with respect to Major Decisions and any proposed sale
of such Servicing Shift Mortgage Loan set forth in the applicable Co-Lender Agreement. In addition, after the occurrence and during
the continuance of a Control Termination Event, the Operating Advisor will be entitled, while a Servicing Shift Mortgage Loan
is serviced hereunder, to consult on a non-binding basis with the Special Servicer and propose alternative courses of action and
provide other feedback in respect of any Major Decisions and any proposed sale of such Servicing Shift Mortgage Loan.


 


With
respect to each Major Decision regarding a Serviced Loan as to which the Directing Holder has consent or consultation rights pursuant
to this Section 6.09, the Special Servicer shall provide the related Major Decision Reporting Package to the Directing
Holder, simultaneously with the Special Servicer’s request for the Directing Holder’s consent or input regarding the
related Major Decision. With respect to each Serviced Loan, following the occurrence and during continuance of a Control Termination
Event, the Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor (prior to the occurrence
and continuance of a Consultation Termination Event, simultaneously upon providing such Major Decision Reporting Package to the
Directing Holder) with respect to each Major Decision. With


 



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 respect to any particular Major Decision and related Major Decision
Reporting Package provided to the Operating Advisor pursuant to this Section 6.09(a), the Special Servicer shall make available
to the Operating Advisor one or more Servicing Officers with relevant knowledge regarding the applicable Mortgage Loan and such
Major Decision in order to address reasonable questions that the Operating Advisor may have relating to, among other things, such
Major Decision and potential conflicts of interest and compensation with respect to such Major Decision.


 


In
addition, (i) for so long as no Consultation Termination Event is continuing, with respect to any Specially Serviced Loan (other
than any Outside Serviced Mortgage Loan or any Excluded RRCP Mortgage Loan with respect to the applicable Risk Retention Consultation
Party), and (ii) during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan (other than any
Outside Serviced Mortgage Loan or any Excluded RRCP Mortgage Loan with respect to the applicable Risk Retention Consultation Party),
in each case upon request of a Risk Retention Consultation Party, the Master Servicer and the Special Servicer shall consult with
such Risk Retention Consultation Party on a non-binding basis in connection with any Major Decision that it is processing (and
such other matters that are subject to the non-binding consultation rights of such Risk Retention Consultation Party pursuant
to this Agreement) and to consider alternative actions recommended by such Risk Retention Consultation Party in respect of such
Major Decision (or any other matter requiring consultation with such Risk Retention Consultation Party); provided that
in the event the Master Servicer or the Special Servicer, as applicable, receives no response from a Risk Retention Consultation
Party within 10 days following (if the Master Servicer is consulting with such Risk Retention Consultation Party) the Master Servicer’s
delivery of information in the possession of the Master Servicer reasonably requested by such Risk Retention Consultation Party
related to the subject matter of such consultation or (if the Special Servicer is consulting with such Risk Retention Consultation
Party) the Special Servicer’s delivery of the related Major Decision Reporting Package, as applicable, the Master Servicer
or the Special Servicer, as applicable, shall not be obligated to consult with such Risk Retention Consultation Party on the specific
matter (provided, however, that the failure of such Risk Retention Consultation Party to respond will not relieve
the Master Servicer or the Special Servicer, as applicable, from using reasonable efforts to consult with such Risk Retention
Consultation Party on any future matters with respect to the applicable Serviced Mortgage Loan or Serviced Loan Combination or
any other Serviced Mortgage Loan). For the avoidance of doubt, (x) no Risk Retention Consulting Party shall have any consultation
rights with respect to any related Excluded RRCP Mortgage Loan and (y) any consultation with any Risk Retention Consultation Party
under this Agreement shall occur only upon request of such Risk Retention Consultation Party, and any such consultation shall
be on a strictly non-binding basis and shall be subject to all limitations with respect to the procedures and timing for such
consultation set forth in this Section 6.09.


 


Notwithstanding
anything in this Agreement to the contrary, in the event that the Special Servicer or Master Servicer (in the event the Master
Servicer is otherwise authorized by this Agreement to take such action), as applicable, determines that immediate action, with
respect to a Major Decision, or any other matter requiring consent of, or consultation with, the related Directing Holder or consultation
with any Risk Retention Consultation Party, is necessary to protect the interests of the Certificateholders and, with respect
to any Serviced Loan Combination, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders
and, with respect to any Serviced Loan Combination, the related Serviced Companion Loan


 



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Holder(s)
constituted a single lender (and, with respect to a Serviced AB Loan Combination, taking into account the subordinate nature of
the related Subordinate Companion Loan(s))), the Special Servicer or Master Servicer, as applicable, may take any such action
without waiting for the Directing Holder’s (or, if applicable, the Special Servicer’s) or any Risk Retention Consultation
Party’s, as applicable, response.


 


Also
notwithstanding anything in this Agreement to the contrary, no direction, objection, advice or consultation on the part of a Directing
Holder, and no advice or consultation from any Risk Retention Consultation Party or the Operating Advisor, contemplated by this
Agreement, may require or cause the Master Servicer or the Special Servicer to violate the terms of any Mortgage Loan or Serviced
Loan Combination, any provision of any related Loan Documents, any related Co-Lender Agreement, any intercreditor agreement, applicable
law, this Agreement or the REMIC Provisions, including without limitation each of the Master Servicer’s and the Special
Servicer’s obligation to act in accordance with the Servicing Standard, or expose any Certificateholder, the Trust Fund,
any Mortgage Loan Seller (other than with respect to enforcing the rights and remedies against such Mortgage Loan Seller pursuant
to this Agreement or the related Mortgage Loan Purchase Agreement with respect to any Material Defect) or any party to this Agreement
or their respective Affiliates, officers, directors, employees or agents to any claim, suit or liability, or cause either Trust
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes,
or result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC
Provisions, or materially expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities under
this Agreement or any Co-Lender Agreement or cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner
that is not in the best interests of the Certificateholders and/or the Serviced Companion Loan Holders.


 


In
the event the Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by a Directing Holder or
any advice from a Directing Holder, the Operating Advisor or any Risk Retention Consultation Party would otherwise cause the Special
Servicer or Master Servicer, as applicable, to violate the terms of any Loan Documents, any related Co-Lender Agreement or mezzanine
intercreditor agreement, applicable law, the REMIC Provisions or this Agreement, including without limitation, the Servicing Standard,
the Special Servicer or Master Servicer, as applicable, shall disregard such refusal to consent or advice and notify in writing
such Directing Holder, the Operating Advisor, the Risk Retention Consultation Parties, the Trustee and, for posting to the Rule
17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider
of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking,
any action by the Master Servicer or Special Servicer in accordance with the direction of or approval of a Directing Holder or
the recommendation of the Operating Advisor or any Risk Retention Consultation Party that does not violate any law or the Servicing
Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer or the
Special Servicer.


 


For
so long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative shall be entitled,
with respect to each Outside Serviced Mortgage Loan other than any Excluded Mortgage Loan, to exercise the consent or approval
rights set forth in Section 3.01(i) of this Agreement; and for so long as no Consultation Termination Event has


 



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 occurred
and is continuing, the Controlling Class Representative shall be entitled, with respect to each Outside Serviced Mortgage Loan
other than any Excluded Mortgage Loan, to exercise any consultation rights set forth in Section 3.01(i) of this Agreement
and attend an annual meeting with the related Outside Servicer and the related Outside Special Servicer, in each case, to the
extent the holder of such Outside Serviced Mortgage Loan is entitled to such rights pursuant to the related Co-Lender Agreement.


 


The
Directing Holder will have no liability to the Trust Fund or Certificateholders for any action taken, or for refraining from the
taking of any action, pursuant to this Agreement, or for error in judgment; provided, however, that the Controlling
Class Representative will not be protected against any liability to any Controlling Class Certificateholder that would otherwise
be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard
of obligations or duties.


 


The
Risk Retention Consultation Parties shall have no liability to the Trust Fund, any party to this Agreement or any Certificateholders
for any action taken, or for refraining from the taking of any action, pursuant to this Agreement, or for errors in judgment.


 


By
its acceptance of a Certificate, each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that:
(i) a Directing Holder may have special relationships and interests that conflict with those of Holders of one or more Classes
of Certificates; (ii) a Directing Holder may act solely in its own interests (or, in the case of the Controlling Class Representative,
in the interests of the Holders of the Controlling Class); (iii) a Directing Holder does not have any liability or duties to the
Holders of any Class of Certificates (other than, in the case of the Controlling Class Representative, the Controlling Class);
(iv) a Directing Holder may take actions that favor its own interests (or in the case of the Controlling Class Representative,
the interests of the Holders of the Controlling Class) over the interests of the Holders of one or more other Classes of Certificates;
and (v) a Directing Holder shall have no liability whatsoever (other than, in the case of the Controlling Class Representative,
to a Controlling Class Certificateholder) for having so acted as set forth in clauses (i)-(iv) of this paragraph, and that no
Certificateholder may take any action whatsoever against any Directing Holder or any affiliate, director, officer, employee, shareholder,
member, partner, agent or principal thereof for having so acted; provided, however, that the rights of a Directing
Holder are subject to any related mezzanine intercreditor agreement.


 


(b)       Notwithstanding
anything to the contrary contained herein:


 


(i)        after
the occurrence and during the continuance of a Control Termination Event, the Controlling Class Representative shall have no right
to consent to any action taken or not taken by any party to this Agreement;


 


(ii)       after
the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative shall remain entitled to receive any notices, reports or information to
which it is entitled pursuant to this Agreement with respect to the applicable Serviced Loan(s) (other than any Excluded Mortgage
Loan), and the Master Servicer, Special Servicer and any other applicable party shall consult with the Controlling Class Representative
in connection with any action to be taken or refrained


 



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from taking with respect to the applicable Serviced Loan(s) (other than
any Excluded Mortgage Loan), but only to the extent consultation with, or consent of, the Controlling Class Representative would
have been required under such circumstances prior to the occurrence and continuance of such Control Termination Event; provided,
however, that the Controlling Class Representative shall not be permitted to consult with respect to any Serviced AB Loan
Combination while any related Subordinate Companion Loan Holder is the related Outside Controlling Note Holder;


 


(iii)      after
the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class Representative shall have
no consultation or consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports
or information required to be delivered to all Certificateholders) or any other rights as a Directing Holder; provided that each
Controlling Class Certificateholder shall maintain the right to exercise Voting Rights for the same purposes as any other Certificateholder
under this Agreement (other than with respect to Excluded Controlling Class Mortgage Loans); and


 


(iv)      no
Person may exercise any of the rights and powers of the Controlling Class Representative with respect to an Excluded Mortgage
Loan.


 


(c)       Notwithstanding
anything to the contrary herein, neither the Master Servicer nor the Special Servicer shall take or refrain from taking any action
pursuant to instructions, directions, objections, advice or consultation from a Directing Holder, any Risk Retention Consultation
Party, the Operating Advisor or a Serviced Companion Loan Holder (or its Companion Loan Holder Representative) that would cause
any one of them to violate applicable law, the terms of any Mortgage Loan or Serviced Loan Combination, the related Loan Documents,
this Agreement, including the Servicing Standard, the related Co-Lender Agreement, any related intercreditor agreement, or the
REMIC Provisions or that would (i) expose any Certificateholder, the Trust Fund, any Mortgage Loan Seller (other than with respect
to enforcing the rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage Loan
Purchase Agreement with respect to any Material Defect) or any party to this Agreement or their respective Affiliates, officers,
directors, employees or agents to any claim, suit or liability, (ii) materially expand the scope of the Master Servicer’s
or the Special Servicer’s responsibilities under this Agreement or any Co-Lender Agreement, (iii) cause either Trust REMIC
to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, or result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions,
or (iv) cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner that 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 and/or
the Serviced Companion Loan Holders.


 


(d)       Each
Certificateholder and Certificate Owner of a Control Eligible Certificate is hereby deemed to have agreed by virtue of its purchase
of such Certificate (or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate
Administrator and to notify the Certificate Administrator, in writing, of the transfer of any Control Eligible Certificate (or
the beneficial ownership of any Control Eligible


 



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Certificate), the selection of a Controlling Class Representative or the resignation
or removal of the Controlling Class Representative. Any such Certificateholder (or Certificate Owner) or its designee at any time
appointed Controlling Class Representative is hereby deemed to have agreed by virtue of its purchase of a Control Eligible Certificate
(or the beneficial ownership interest in a Control Eligible Certificate) to notify the Certificate Administrator in writing when
such Certificateholder (or Certificate Owner) or designee is appointed Controlling Class Representative and when it is removed
or resigns. Upon receipt of any of the notices referred to in the preceding two sentences of this Section 6.09(d), the
Certificate Administrator shall promptly notify, in writing, the Special Servicer, the Master Servicer, the Operating Advisor,
the Asset Representations Reviewer and the Trustee of the identity of the Controlling Class Representative, any resignation or
removal of the Controlling Class Representative and/or any new Holder or Certificate Owner of a Control Eligible Certificate.
In addition, upon the request of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Trustee, as applicable, the Certificate Administrator shall provide (on a reasonably prompt basis) the identity of the
then-current Controlling Class and a list of the Certificateholders (or Certificate Owners, if applicable, at the expense of the
Trust if such expense arises in connection with an event as to which the Controlling Class Representative or the Controlling Class
has consent or consultation rights pursuant to this Agreement or in connection with a request made by the Operating Advisor in
connection with its obligation under Section 3.29(d)(ii) of this Agreement to deliver a copy of the Operating Advisor Annual Report
to the Controlling Class Representative, and otherwise at the expense of the requesting party) of the Controlling Class to such
requesting party, and each of the Master Servicer, Special Servicer, Operating Advisor, the Asset Representations Reviewer and
the Trustee shall be entitled to rely on the information so provided by the Certificate Administrator.


 


In
the event of a change in the Controlling Class, the Certificate Administrator shall promptly contact the current Holder(s) (or,
in the case of book-entry Certificates, Certificate Owners) of the Controlling Class (or any designee(s) thereof) or, if known
to the Certificate Administrator, one of its affiliates or, if applicable, any successor Controlling Class Representative or Controlling
Class Certificateholder(s), and determine whether any such entity is the Holder (or Certificate Owner) of at least a majority
of the Controlling Class (in effect after such change in Controlling Class) by Certificate Balance. If at any time the current
Holder of the Controlling Class (or its designee) or, if known to the Certificate Administrator, one of its Affiliates, or any
successor Controlling Class Representative or Controlling Class Certificateholder(s) is no longer the Holder (or Certificate Owner)
of at least a majority of the Controlling Class by Certificate Balance and the Certificate Administrator has neither (i) received
notice of the then-current Controlling Class Certificateholders of at least a majority of the Controlling Class by Certificate
Balance nor (ii) received notice of a replacement Controlling Class Representative pursuant to this Agreement, then a Control
Termination Event and a Consultation Termination Event shall be deemed to have occurred and shall be deemed to continue until
such time as the Certificate Administrator receives any such notice in clauses (i) or (ii).


 


Upon
receipt of notice of a change in Controlling Class Representative or any Risk Retention Consultation Party, the Certificate Administrator
shall promptly forward notice thereof to each other party to this Agreement.


 






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On
the Closing Date, the initial Controlling Class Representative shall deliver (which delivery may be by electronic mail) a certification
substantially in the form of Exhibit M-1H to this Agreement to the Certificate Administrator (who shall promptly forward
such certification to the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor). Upon the resignation
or removal of the existing Controlling Class Representative, any successor Controlling Class Representative shall also deliver
a certification substantially in the form of Exhibit M-1H to this Agreement to the Certificate Administrator (who shall
promptly forward such certification to the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor) prior
to being recognized as the new Controlling Class Representative.


 


(e)       Once
a Controlling Class Representative has been selected, each of the Master Servicer, the Special Servicer, the Operating Advisor,
the Depositor, the Certificate Administrator, the Asset Representations Reviewer, the Trustee and each other Certificateholder
(or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Certificateholders
of the Controlling Class, by Certificate Balance, or such Controlling Class Representative shall have notified the Certificate
Administrator, the Master Servicer and each other Certificateholder of the Controlling Class, in writing, of the resignation of
such Controlling Class Representative or the selection of a new Controlling Class Representative. Upon receipt of written notice
of, or other knowledge of, the resignation of a Controlling Class Representative, the Certificate Administrator shall request
the Certificateholders of the Controlling Class to select a new Controlling Class Representative.


 


(f)        If
at any time a book-entry certificate belongs to the Controlling Class, the Certificate Administrator shall notify the related
Certificate Owner or Certificate Owners (through the Depository, unless the Certificate Administrator shall have been previously
provided with the name and address of such Certificate Owner or Certificate Owners) of such event and shall request that it be
informed of any change in the identity of the related Certificate Owner from time to time.


 


(g)       Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor and
the Trustee and the Certificate Administrator shall be entitled to rely on the most recent notification with respect to the identity
of the Certificateholders of the Controlling Class and the Controlling Class Representative.


 


(h)       [RESERVED].


 


(i)        CREFI,
DBNY and JPMCB shall be the initial Risk Retention Consultation Parties and shall, in each case, remain so until a successor is
appointed pursuant to the terms of this Agreement. Upon the resignation or removal of any existing Risk Retention Consultation
Party, any successor Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification substantially
in the form of Exhibit M-1I to this Agreement prior to being recognized as a new Risk Retention Consultation Party. The
parties hereto shall be entitled to assume that a Risk Retention Consultation Party has not changed absent such notice.


 


(j)        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) 


 



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shall
be entitled to rely on such selection unless CREFI (in the case of the VRR1 Risk Retention Consultation Party) or DBNY (in the
case of the VRR2 Risk Retention Consultation Party) or JPMCB (in the case of the VRR3 Risk Retention Consultation Party), as applicable,
or such Risk Retention Consultation Party itself shall have notified the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor and each other Holder of Class VRR Certificates, in writing, of the selection
of a new Risk Retention Consultation Party (along with contact information for such new Risk Retention Consultation Party).


 


(k)       In
the event that no VRR1 Risk Retention Consultation Party, VRR2 Risk Retention Consultation Party or VRR3 Risk Retention Consultation
Party, as applicable, has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the
Master Servicer or the Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator
and no such entity has been identified (along with contact information) to the Master Servicer or the Special Servicer, as applicable,
then until such time as the related new Risk Retention Consultation Party 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 Risk Retention
Consultation Party as the case may be.


 


(l)       Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) each Risk Retention Consultation Party
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii)
each Risk Retention Consultation Party may act solely in the interests of the Holders of the Class VRR Certificates; (iii) each
Risk Retention Consultation Party does not have any liability or duties to the Holders of any Class of Certificates; (iv) each
Risk Retention Consultation Party may take actions that favor interests of the Holders of one or more Classes, including the Class
VRR Certificates, over the interests of the Holders of one or more other Classes of Certificates; and (v) each Risk Retention
Consultation Party shall have no liability whatsoever for having so acted as set forth in clauses (i) through (iv) above, and
no Certificateholder may take any action whatsoever against any Risk Retention Consultation Party or any director, officer, employee,
agent or principal of such Risk Retention Consultation Party for having so acted.


 


Article
VII



DEFAULT


 


Section
7.01           Servicer Termination Events.


 


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


 


(i)       (A)
any failure by the Master Servicer to make any deposit or payment required to be made by the Master Servicer to the Collection
Account or Loan Combination Custodial Account or to any Serviced Companion Loan Holder on the day and by the time such deposit
or remittance is required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business
Day or


 



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(B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, the
Distribution Account or the Excess Interest Distribution Account any amount required to be so deposited or remitted, which failure
is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)       any
failure by the Special Servicer to deposit into any REO Account, within two (2) Business Days after such deposit is required to
be made or to remit to the Master Servicer for deposit into the Collection Account or the Loan Combination Custodial Account,
as applicable, any amount required to be so deposited or remitted by the Special Servicer pursuant to, and within one (1) Business
Day after the time specified by, the terms of this Agreement; or


 


(iii)      any
failure on the part of the Master Servicer or the Special Servicer, as applicable, duly to observe or perform in any material
respect any of its other covenants or obligations contained in this Agreement which continues unremedied for a period of 30 days
(10 days in the case of the Master Servicer’s failure to make a Property Advance or 20 days in the case of a failure to
pay the premium for any insurance policy required to be maintained under this Agreement or such shorter period (not less than
two (2) Business Days) as may be required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes or
the lapse of insurance, as applicable) after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or to the
Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders
of Certificates of any Class evidencing, as to such Class, not less than 25% of the Voting Rights allocable thereto, or, if affected
thereby, by a Serviced Companion Loan Holder; provided, however, if any such failure with a 30-day cure period is
capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing such cure, such 30-day
period will be extended an additional 60 days (provided that the Master Servicer, or Special Servicer, as applicable, has
commenced to cure such failure within the initial 30-day period and has certified that it has diligently pursued, and is continuing
to pursue, a full cure); or


 


(iv)      any
breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in this
Agreement, which materially and adversely affects the interests of any Class of Certificateholders or any Serviced Companion
Loan Holder and which continues unremedied for a period of 30 days after the date on which notice of such breach, requiring
the same to be remedied, has been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor,
the Certificate Administrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator and the Trustee by the Holders of Certificates entitled to not less than 25% of the Voting Rights or, if
affected thereby, by a Serviced Companion Loan Holder; provided, however, if such breach is capable of being
cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure, such 30-day period
will be extended an additional 60 days (provided that the Master Servicer, or Special Servicer, as applicable,
has


 



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commenced to cure such failure within the initial 30-day
period and has certified that it has diligently pursued, and is continuing to pursue, a full cure); or


 


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


 


(vi)      the
Master Servicer or the Special Servicer, as applicable, shall consent to the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its
property; or


 


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


 


(viii)    the
Master Servicer or the Special Servicer, as applicable, 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 60 days;


 


(ix)      either
of DBRS or KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified, downgraded
or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities,
or (B) placed one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities on “watch
status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), publicly citing
servicing concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or material factor in such rating
action (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by such Rating
Agency (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency), within 60 days of such event);


 


(x)       with
respect to the Master Servicer, the Master Servicer ceases to have a commercial master servicer rating of at least “CMS3”
from Fitch and that rating is not reinstated within 60 days or, with respect to the Special Servicer, the Special Servicer ceases
to have a commercial special servicer rating of at least “CSS3” from Fitch and that rating is not reinstated within
60 days, as the case may be; or


 






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(xi)      the
Master Servicer or the Special Servicer, as applicable, or any primary servicer or Sub-Servicer appointed by the Master Servicer
or the Special Servicer, as applicable, after the Closing Date (but excluding any Sub-Servicer set forth on Exhibit S),
shall (A) for so long as the Trust is subject to the reporting requirements of Regulation AB or the Exchange Act, fail to deliver
the items required to be delivered by this Agreement after any applicable notice and cure period to enable the Certificate Administrator
or Depositor to comply with the reporting obligations of the Trust under the Exchange Act or (B) for so long as any Other Securitization
Trust is subject to the reporting requirements of Regulation AB or the Exchange Act, fail to deliver any Exchange Act reporting
items required to be delivered by such servicer to the related Other Depositor or related Other Exchange Act Reporting Party pursuant
to Article X of this Agreement, in the case of each of clauses (A) and (B), within (a) with respect to the delivery of any item
relating to a Reportable Event, two (2) Business Days of such failure to comply with Article X or (b) with respect to the
delivery of any other item, five (5) Business Days of such failure to comply with Article X (any primary servicer or Sub-Servicer
that defaults in accordance with this Section 7.01(a)(xi) shall be terminated at the direction of the Depositor).


 


If
a Servicer Termination Event with respect to the Master Servicer or the Special Servicer 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, either (i) the Trustee
may or (ii) upon the written direction to the Trustee from (x) the Holders of at least 25% of the aggregate Voting Rights of all
Certificates or (y) an affected Serviced Companion Loan Holder (but, subject to the next sentence, solely in the case of the related
Serviced Loan Combination and a Servicer Termination Event with respect to the Special Servicer), then the Trustee shall, terminate
the Master Servicer or the Special Servicer, as applicable. Notwithstanding anything to the contrary, it shall not be a Servicer
Termination Event with respect to the pool of Mortgage Loans under clauses (i), (ii), (iii), (iv), (viii), (ix) or (x) above if
the failure, default or event only has an adverse effect on a Serviced Companion Loan, a Serviced Companion Loan Holder or a rating
on any Serviced Companion Loan Securities, but shall be a Servicer Termination Event with respect to the related Serviced Companion
Loan and any related Serviced Companion Loan Holder shall: (i) in the case of any such failure, default or event on the part of
the Master Servicer, have the remedies set forth in Section 7.01(d) with respect to the Servicer Termination Event with
respect to the related Serviced Companion Loan; and (ii) with respect to any such failure, default or event on the part of the
Special Servicer, be able to require termination of the Special Servicer with respect to, but only with respect to, the related
Serviced Loan Combination.


 


In
the event that the Master Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section
7.01, the Master Servicer shall also be terminated as Special Servicer.


 


(b)       If
the Master Servicer receives notice of termination under Section 7.01(c) solely due to a Servicer Termination Event under
Section 7.01(a)(viii), Section 7.01(a)(ix) or Section 7.01(a)(x) and if the Master Servicer to be terminated
pursuant to Section 7.01(c) provides the Trustee with the appropriate “request for proposal” materials within
five (5) Business Days following such termination notice, then the Master Servicer shall continue to service as Master Servicer
hereunder until a successor Master Servicer is selected in accordance with this Section


 



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 7.01(b). Upon receipt of the “request
for proposal” materials, Trustee shall promptly thereafter (using such “request for proposal” materials provided
by the Master Servicer pursuant to Section 7.01(c)) solicit good faith bids for the rights to service the Mortgage Loans
and the Serviced Loan Combinations under this Agreement from at least three (3) Persons qualified to act as a successor Master
Servicer hereunder in accordance with Section 6.04 (any such Person so qualified, a “Qualified Bidder”)
or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders;
provided that, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and
provided, further, that the Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit
bids for the right to service the Mortgage Loans under this Agreement. The bid proposal shall require any Successful Bidder (as
defined below), as a condition of such bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound
by the terms hereof, within 45 days after the notice of termination of the Master Servicer. The Trustee shall select the Qualified
Bidder with the highest cash bid (the “Successful Bidder”) to act as successor Master Servicer hereunder; provided,
however, that if the Trustee does not receive a Rating Agency Confirmation from each Rating Agency within 10 days after
the selection of such Successful Bidder, then the Trustee shall repeat the bid process described above (but subject to the above-described
45-day time period) until such confirmation is obtained. The Trustee shall request the Successful Bidder to enter into this Agreement
as successor Master Servicer pursuant to the terms hereof no later than 45 days after notice of the termination of the Master
Servicer.


 


Upon
the assignment and acceptance of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement)
to and by the Successful Bidder, the Trustee shall remit or cause to be remitted to the Master Servicer to be terminated pursuant
to Section 7.01(c) of this Agreement, the amount of such cash bid received from the Successful Bidder (net of “out-of-pocket”
expenses incurred in connection with obtaining such bid and transferring servicing).


 


The
Master Servicer to be terminated pursuant to Section 7.01(c) of this Agreement shall be responsible for all out-of-pocket
expenses incurred in connection with the attempt to sell its rights to service the Mortgage Loans and the Serviced Loan Combinations,
which expenses are not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph.


 


If
the Successful Bidder has not entered into this Agreement as successor Master Servicer within the above-described time period
or no Successful Bidder was identified within the above-described time period, the Master Servicer to be terminated pursuant to
Section 7.01(c) shall reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred by the Trustee
in connection with such bid process and the Trustee shall have no further obligations under this Section 7.01(b). The Trustee
thereafter may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.


 


(c)       In
the event that the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee shall,
by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated Party”),
terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and Serviced Loan Combination
and the proceeds thereof, other than any rights the Master Servicer or


 



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Special Servicer may have hereunder as a Certificateholder
and any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued
or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the extent such amounts
bear interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right to the
benefits of Section 6.03 and subsection (b) above notwithstanding any such termination). On or after the receipt by the
Terminated Party of such written notice, all of its authority and power under this Agreement, whether with respect to the Certificates
(except that the Terminated Party shall retain its rights as a Certificateholder in the event and to the extent that it is a Certificateholder)
or the Mortgage Loans and Serviced Loan Combination or otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and
at the expense of the Terminated Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to
do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether
to complete the transfer and endorsement or assignment of the Mortgage Loans and Serviced Loan Combination and related documents,
or otherwise. The Master Servicer and the Special Servicer each agrees that, in the event it is terminated pursuant to this Section
7.01, to promptly (and in any event no later than ten Business Days subsequent to such notice) provide, at its own expense,
the Trustee (or the successor Master Servicer selected by the Trustee pursuant to Section 7.01(b) of this Agreement or
the successor Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02 of this
Agreement) with all documents and records requested by the Trustee (or the successor Master Servicer selected by the Trustee pursuant
to Section 7.01(b) of this Agreement or the successor Master Servicer or Special Servicer, as applicable, otherwise appointed
pursuant to Section 7.02 of this Agreement) to enable the Trustee or other successor to its responsibilities hereunder
to assume its functions hereunder, and to cooperate with the Trustee and the successor to its responsibilities hereunder in effecting
the termination and transfer of its responsibilities and rights hereunder, including, without limitation, the transfer to the
successor Master Servicer or successor Special Servicer or the Trustee, as applicable, for administration by it of all cash amounts
which shall at the time be or should have been credited by the Master Servicer or the Special Servicer to the Collection Account,
any Loan Combination Custodial Account, any REO Account or Lock-Box Account shall thereafter be received with respect to the Mortgage
Loans and Serviced Loan Combination, and shall promptly provide the Trustee or such successor Master Servicer or Special Servicer
(which may include the Trustee), as applicable, all documents and records reasonably requested by it, such documents and records
to be provided in such form as the Trustee or such successor Master Servicer or Special Servicer shall reasonably request (including
electromagnetic form), to enable it to assume the Master Servicer’s or Special Servicer’s function hereunder. All
reasonable costs and expenses actually incurred by the Trustee, the Certificate Administrator or the successor Master Servicer
or successor Special Servicer in connection with transferring Mortgage Files, Servicing Files and related information, records
and reports to the successor Master Servicer or Special Servicer and amending this Agreement to reflect (as well as providing
appropriate notices to Mortgagors, ground lessors, insurers and other applicable third parties regarding) such succession as successor
Master Servicer or successor Special Servicer pursuant to this Section 7.01 shall be paid by the predecessor Master Servicer
or the Special Servicer, as applicable, upon presentation of reasonable documentation of such costs and expenses. If the predecessor


 



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Master Servicer or Special Servicer (as the case may be) has not reimbursed the Trustee, the Certificate Administrator or the
successor Master Servicer or Special Servicer for such expenses within 90 days after the presentation of reasonable documentation,
such expense shall be reimbursed by the Trust Fund; provided that the Terminated Party shall not thereby be relieved of
its liability for such expenses.


 


(d)       Notwithstanding
Sections 7.01(a) and Section 7.01(c), if (1) any Servicer Termination Event on the part of the Master Servicer affects
a Serviced Companion Loan, the related Serviced Companion Loan Holder or the rating on a class of the related Serviced Companion
Loan Securities and the Master Servicer is not otherwise terminated in accordance with Section 7.01(c), or (2) a Servicer
Termination Event on the part of the Master Servicer occurs that affects only a Serviced Companion Loan, the related Serviced
Companion Loan Holder or the rating on a class of the related Serviced Companion Loan Securities, the Master Servicer may not
be terminated in accordance with Section 7.01(c), but, at the written direction of the related Serviced Companion Loan
Holder, the Master Servicer shall appoint, within 30 days of such direction, a sub-servicer (or, if the related Serviced Loan
Combination is currently being sub-serviced, to replace, within 30 days of such direction, the then current sub-servicer with
a new sub-servicer). In connection with the Master Servicer’s appointment of any sub-servicer at the direction of a Serviced
Companion Loan Holder in accordance with this Section 7.01(d), the Master Servicer shall obtain a Rating Agency Confirmation
from each Rating Agency. The related sub-servicing agreement shall provide that any sub-servicer appointed by the Master Servicer
at the direction of a Serviced Companion Loan Holder in accordance with this Section 7.01(d) shall be responsible for all
duties, and shall be entitled to all compensation, of the Master Servicer under this Agreement with respect to the related Serviced
Loan Combination. Such sub-servicing agreement (a) may be terminated without cause and without payment of any fee and (b) shall
also provide that such sub-servicer shall agree to become the master servicer under a separate servicing agreement for the applicable
Serviced Loan Combination in the event that such Serviced Loan Combination is no longer to be serviced and administered hereunder,
which separate servicing agreement shall contain servicing and administration, limitation of liability, indemnification and servicing
compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the
applicable Serviced Loan Combination and the related Mortgaged Properties shall be the sole assets serviced and administered thereunder
and the sole source of funds thereunder. If any sub-servicer appointed by the Master Servicer at the direction of a Serviced Companion
Loan Holder in accordance with this Section 7.01(d) shall at any time resign or be terminated, the Master Servicer shall
be required to promptly appoint a substitute sub-servicer and obtain a Rating Agency Confirmation. In the event a successor Master
Servicer is acting hereunder and that successor Master Servicer desires to terminate the sub-servicer appointed under this Section
7.01(d), the terminated Master Servicer that was responsible for the Servicer Termination Event that led to the appointment
of such sub-servicer shall be responsible for all costs incurred in connection with such termination, including the payment of
any termination fee.


 


(e)       If
the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer has received written notice (which, for
the purposes of this clause (e), shall include any publications by S&P, KBRA, Fitch or DBRS of which the Trustee, the
Certificate Administrator or any Servicing Officer of the Master Servicer, as the case may be, has actual


 



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knowledge) from S&P,
KBRA, Fitch or DBRS that the Master Servicer or the Special Servicer no longer is an approved master servicer or approved special
servicer, as applicable, then such party shall promptly notify the others, and the Certificate Administrator shall notify the
related Serviced Companion Loan Holder, to the extent known to the Certificate Administrator, of the same.


 


Section
7.02           Trustee to Act; Appointment of Successor. On and after
the time the Master Servicer or the Special Servicer receives a notice of termination pursuant to Section 7.01, the Trustee
shall, subject to the following provisions of this Section 7.02, be its successor in all respects in its capacity as Master
Servicer or Special Servicer under this Agreement and the transactions set forth or provided for herein and, except as provided
herein, shall be subject to all the responsibilities, duties, limitations on liability and liabilities relating thereto and arising
thereafter placed on the Master Servicer or Special Servicer by the terms and provisions hereof; provided, however,
that (i) the Trustee shall have no responsibilities, duties, liabilities or obligations with respect to any act or omission of
the Master Servicer or Special Servicer and (ii) any failure to perform, or delay in performing, such duties or responsibilities
caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or moneys
shall not be considered a default by such successor hereunder. The Trustee, as successor Master Servicer or successor Special
Servicer, shall be indemnified to the full extent provided the Master Servicer or Special Servicer, as applicable, under this
Agreement prior to the Master Servicer’s or the Special Servicer’s termination. The appointment of a successor Master
Servicer or successor Special Servicer shall not affect any liability of the predecessor Master Servicer or Special Servicer which
may have arisen prior to its termination as Master Servicer or Special Servicer. The Trustee shall not be liable for any of the
representations, liabilities or warranties of the Master Servicer or Special Servicer herein or in any related document or agreement,
for any acts or omissions of the predecessor Master Servicer or predecessor Special Servicer or for any losses incurred in respect
of any Permitted Investment by the Master Servicer pursuant to Section 3.07 of this Agreement nor shall the Trustee be
required to purchase any Mortgage Loan or Serviced Loan Combination hereunder. As compensation therefor, the Trustee as successor
Master Servicer or successor Special Servicer shall be entitled to the Servicing Fee or Special Servicing Compensation, as applicable,
and all funds relating to the Mortgage Loans and Serviced Companion Loans that accrue after the date of the Trustee’s succession
to which the Master Servicer or Special Servicer would have been entitled if the Master Servicer or Special Servicer, as applicable,
had continued to act hereunder. In the event any Advances made by the Master Servicer and the Trustee shall at any time be outstanding,
or any amounts of interest thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder
shall be applied entirely to the Advances made by the Trustee (and the accrued and unpaid interest thereon), until such Advances
and interest shall have been repaid in full. Notwithstanding the above and subject to Section 6.08, the Trustee may, if
it shall be unwilling to so act, or shall, if it is unable to so act, or if the Holders of Certificates entitled to at least 25%
of the aggregate Voting Rights so request in writing to the Trustee, or if the Rating Agencies do not provide Rating Agency Confirmations
with respect to the Trustee so acting, promptly appoint, or petition a court of competent jurisdiction to appoint, any established
mortgage loan servicing institution for which a Rating Agency Confirmation from each Rating Agency has been obtained (at the expense
of the terminated Master Servicer or Special Servicer, as applicable, or, if the expense is not so recovered, at the expense of
the Trust Fund), as the successor to the Master Servicer


 



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 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 Special
Servicer hereunder; provided that, the related Outside Controlling Note Holder shall have the right to approve a successor
Special Servicer with respect to any Serviced Outside Controlled Loan Combination, and prior to the occurrence and continuance
of a Control Termination Event, the Controlling Class Representative shall have the right to approve a successor Special Servicer
with respect to the other Serviced Loans. No appointment of a successor to the Master Servicer or Special Servicer hereunder shall
be effective until (i) the assumption by such successor of all the Master Servicer’s or Special Servicer’s responsibilities,
duties and liabilities hereunder and (ii) in the case of the appointment of a successor Special Servicer, the Depositor and, if
applicable, each related Other Depositor shall have received the written notice and information with respect to such successor
Special Servicer as set forth in Section 10.02(a). Pending appointment of a successor to the Master Servicer (or the Special
Servicer if the Special Servicer is also the Master Servicer) hereunder, unless the Trustee shall be prohibited by law from so
acting, the Trustee shall act in such capacity as herein above provided. Pending the appointment of a successor to the Special
Servicer, unless the Master Servicer is also the Special Servicer, the Master Servicer shall act in such capacity. In connection
with such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor
out of payments on Mortgage Loans and Serviced Companion Loans as it and such successor shall agree; provided, however,
that no such compensation shall be in excess of that permitted the Terminated Party hereunder; provided, further,
that if no successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional
amounts shall be paid to such successor and such amounts in excess of that permitted the Terminated Party shall be treated as
Realized Losses and VRR Realized Losses; and provided, further that, for so long as no Consultation Termination
Event has occurred and is continuing, the Trustee shall consult with the Controlling Class Representative (and, if a Serviced
Outside Controlled Loan Combination is affected, the Trustee shall consult with the related Outside Controlling Note Holder) prior
to the appointment of a successor to the Terminated Party at such amounts in excess of that permitted the Terminated Party. The
Depositor, the Trustee, the Master Servicer or Special Servicer and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession.


 


Section
7.03           Notification to Certificateholders.


 


(a)       Upon
any termination pursuant to Section 7.01 above or appointment of a successor to the Master Servicer or the Special Servicer,
the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing
in the Certificate Register, to the Serviced Companion Loan Holders, and electronically, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 12.13 of this Agreement, to the Rule 17g-5 Information Provider.


 


(b)       Within
30 days after the occurrence of any Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer
of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all Holders of
Certificates and any affected Serviced Companion Loan Holder (to the extent the Certificate Administrator has received the notice
information for such Serviced Companion


 



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Loan Holder after a request therefor) and electronically, for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 12.13 of this Agreement, to the Rule 17g-5 Information Provider
notice of such Servicer Termination Event or Operating Advisor Termination Event, unless such Servicer Termination Event or Operating
Advisor Termination Event shall have been cured or waived.


 


Section
7.04           Other Remedies of Trustee. During the continuance of
any Servicer Termination Event, so long as such Servicer Termination Event shall not have been remedied, the Trustee, in addition
to the rights specified in Section 7.01, shall have the right, in its own name as trustee of an express trust, to take
all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests,
and enforce the rights and remedies, of the Certificateholders and the Serviced Companion Loan Holders (including the institution
and prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim and debt in connection
therewith). In such event, the legal fees, expenses and costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities of the defaulting Master Servicer or Special Servicer, as applicable. If the Master Servicer or Special
Servicer, as applicable, fails to remedy, after the presentation of reasonable documentation, the Trustee shall be entitled to
be reimbursed for such expenses, costs and liability from the Collection Account or the Loan Combination Custodial Account, as
applicable, as provided in Section 3.06 and Section 3.06A of this Agreement; provided that the Master Servicer
or the Special Servicer, as applicable, shall not be relieved of such liability for such expenses, costs and liabilities. Except
as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy,
and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right
or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Servicer Termination Event of the Master
Servicer or the Special Servicer.


 


Section
7.05           Waiver of Past Servicer Termination Events and Operating
Advisor Termination Events; Termination. The Holders of Certificates evidencing not less than 66-2/3% of the aggregate Voting
Rights of the Certificates (and, if such Servicer Termination Event is on the part of a Special Servicer, with respect to the
related Serviced Loan Combination only, by each affected Serviced Companion Loan Holder) may, on behalf of all Holders of Certificates,
waive any Servicer Termination Event on the part of the Master Servicer, Special Servicer or any Operating Advisor Termination
Event on the part of the Operating Advisor in the performance of its obligations hereunder and its consequences, except a Servicer
Termination Event in connection with making any required deposits (including, with respect to the Master Servicer, P&I Advances)
to or payments from the Collection Account, a Loan Combination Custodial Account or the Lower-Tier REMIC Distribution Account
or in remitting payments as received, in each case in accordance with this Agreement. Upon any such waiver of a past default,
such default shall cease to exist, and any Servicer Termination Event or Operating Advisor Termination Event arising therefrom
shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other
default or impair any right consequent thereon. Any costs and expenses incurred by the Certificate Administrator in connection
with such default and prior to such waiver shall be reimbursed by the Master Servicer, the Special Servicer or the Operating Advisor,
as applicable, promptly upon demand therefor and if not reimbursed to the Certificate


 



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Administrator within 90 days of such demand, from the Trust Fund; provided that
the Trust Fund shall be reimbursed by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, to the
extent such amounts are reimbursed to the Certificate Administrator from the Trust Fund. Notwithstanding the foregoing, (a) a
Servicer Termination Event under any of Section 7.01(a)(i) and Section 7.01(a)(ii) of this Agreement may be waived
only by all of the Certificateholders of the affected Classes, and (b) a Servicer Termination Event under Section 7.01(a)(xi)
of this Agreement may be waived only with the consent of the Depositor, together with (in the case of each of clauses (a)
and (b) of this sentence) the consent of each Serviced Companion Loan Holder, if any, that is affected by such Servicer Termination
Event.


 


The
foregoing paragraph notwithstanding, if the Holders representing at least the requisite percentage of the Voting Rights allocated
to each affected Class of Certificates desire to waive a Servicer Termination Event by the Master Servicer, but a Serviced Companion
Loan Holder related to a Serviced Loan Combination (if adversely affected thereby) does not wish to waive that Servicer Termination
Event, then those Certificateholders may still waive that Servicer Termination Event, and the applicable Serviced Companion Loan
Holder will be entitled to require that the Master Servicer appoint, within 60 days of the applicable Serviced Companion Loan
Holder’s request, a sub-servicer (or, if the applicable Serviced Loan Combination is currently being subserviced, to replace,
within 60 days of the applicable Serviced Companion Loan Holder’s request, the then current sub-servicer with a new sub-servicer)
with respect to the applicable Serviced Loan Combination. In connection with the Master Servicer’s appointment of a sub-servicer
at the request of a Serviced Companion Loan Holder in accordance with this Section 7.05, the Master Servicer shall obtain
a Rating Agency Confirmation from each Rating Agency at the expense of the Serviced Companion Loan Holder. The related sub-servicing
agreement shall provide that any sub-servicer appointed by the Master Servicer at the request of a Serviced Companion Loan Holder
in accordance with this Section 7.05 shall be responsible for all duties, and shall be entitled to all compensation, of
the Master Servicer under this Agreement with respect to the applicable Serviced Loan Combination. Such Sub-Servicing Agreement
(a) may be terminated without cause and without the payment of any fee and (b) shall also provide that such sub-servicer shall
become the master servicer under a separate servicing agreement for the applicable Serviced Loan Combination in the event that
the Serviced Loan Combination is no longer to be serviced and administered hereunder, which separate servicing agreement shall
contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially
similar to the corresponding provisions of this Agreement, except for the fact that the applicable Serviced Loan Combination and
the related Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder.
Such sub-servicer (a) may be terminated without cause and without the payment of any fee and (b) shall meet the requirements of
Section 3.01 of this Agreement. If any sub-servicer appointed by the Master Servicer at the request of a Serviced Companion
Loan Holder in accordance with this Section 7.05 shall at any time resign or be terminated, the Master Servicer shall be
required to promptly appoint a substitute sub-servicer with respect to which a Rating Agency Confirmation has been obtained at
the expense of the applicable resigning or terminated sub-servicer (and any applicable Sub-Servicing Agreement shall so provide),
and if the resigning or terminated sub-servicer fails to cover such expense, the Master Servicer shall do so. In the event a successor
Master Servicer is acting hereunder and that successor Master Servicer desires to terminate the sub-servicer appointed under this
Section 7.05, the terminated Master Servicer


 



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that was responsible for the Servicer Termination Event that led to the appointment
of such sub-servicer shall be responsible for all costs incurred in connection with such termination, including the payment of
any termination fee.


 


Section
7.06           Termination of the Operating Advisor.


 


(a)       An
“Operating Advisor Termination Event” means any one of the following events whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body:


 


(i)        any
failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of its representations or warranties under this Agreement, which failure shall continue unremedied for a period of 30 days
after the date on which written notice of such failure shall have been given to the Operating Advisor by the Trustee or to the
Operating Advisor and the Trustee by the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all
then outstanding Certificates; provided, however, that with respect to any such failure which is not curable within
such 30-day period, the Operating Advisor shall have an additional cure period of thirty (30) days to effect such cure so long
as it has commenced to cure such failure with the initial 30-day period and has provided the Trustee and the Certificate Administrator
with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;


 


(ii)       any
failure by the Operating Advisor to perform its obligations set forth in this Agreement in accordance with the Operating Advisor
Standard which failure shall continue unremedied for a period of 30 days after the date on which written notice of such failure
is given to the Operating Advisor by any party to this Agreement;


 


(iii)      any
failure by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period of
30 days;


 


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


 


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


 


(vi)      the
Operating Advisor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable


 



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insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations.


 


Upon
receipt by the Certificate Administrator of notice of the occurrence of any Operating Advisor Termination Event, the Certificate
Administrator shall promptly provide written notice to all Certificateholders by posting such notice on its internet website,
unless the Certificate Administrator has received notice that it has been remedied. If an Operating Advisor Termination Event
shall occur then, and in each and every such case, so long as such Operating Advisor Termination Event shall not have been remedied,
then either (i) the Trustee may or (ii) upon the written direction of holders of Certificates evidencing not less than 25% of
the Voting Rights of each Class of Non-Reduced Certificates, the Trustee shall, terminate all of the rights and obligations of
the Operating Advisor under this Agreement, other than rights and obligations accrued prior to such termination (including the
right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out
of events occurring prior to such termination), by notice in writing to the Operating Advisor. Notwithstanding anything herein
to the contrary, the Depositor shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee
of any Operating Advisor Termination Event of which the Depositor becomes aware.


 


(b)       Upon
(i) the written direction of Holders of Certificates evidencing not less than 15% of the Voting Rights of the Non-Reduced Certificates
requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor that is an Eligible
Operating Advisor and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be
incurred by the Certificate Administrator in connection with administering such vote, the Certificate Administrator shall promptly
provide written notice of the requested vote to the Operating Advisor and to all Certificateholders by (i) posting such notice
on its internet website, and (ii) mailing such notice to all Certificateholders at their addresses appearing in the Certificate
Register and to the Operating Advisor. Upon the affirmative vote of the Holders of Certificates evidencing more than 50% of the
Voting Rights allocable to the Non-Reduced Certificates of those Holders that exercise their right to vote (provided that
Holders entitled to exercise at least 50% of the Voting Rights allocable to the Non-Reduced Certificates exercise their right
to vote within 180 days of the initial request for a vote (which, for the avoidance of doubt, is the date on which the aforementioned
notice was mailed to the Certificateholders)), the Trustee shall terminate all of the rights and obligations of the Operating
Advisor under this Agreement by notice in writing to the Operating Advisor. The provisions set forth in the foregoing sentences
of this Section 7.06(b) shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee
as between each other. The Operating Advisor shall not have any cause of action based upon or arising from any breach or alleged
breach of such provisions. As between the Operating Advisor, on the one hand, and the Certificateholders, on the other, the Certificateholders
shall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Operating Advisor.
The Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder and Certificate
Owner may access notices on the Certificate Administrator’s Website and each Certificateholder and Certificate Owner may
register to receive e-mail notifications when such notices are posted on the Certificate Administrator’s Website; provided
that the Certificate


 



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Administrator shall be entitled to reimbursement from the requesting Certificateholders for the reasonable
expenses of posting such notices.


 


(c)       On
or after the receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of its authority
and power under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor shall execute any
and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary or appropriate to
effect the purposes of such notice of termination. As soon as practicable, but in no event later than 15 Business Days after (1)
the Operating Advisor resigns pursuant to Section 6.04 of this Agreement (excluding resignation under the circumstances
contemplated in Section 6.04(d) where no successor Operating Advisor is required to be appointed) or (2) the Trustee delivers
such written notice of termination to the Operating Advisor, the Trustee shall appoint a successor Operating Advisor that is an
Eligible Operating Advisor. The Trustee shall provide written notice of the appointment of a successor Operating Advisor to the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Depositor, the Risk Retention
Consultation Parties, any related Outside Controlling Note Holder and, if a Consultation Termination Event does not exist, the
Controlling Class Representative within one Business Day of such appointment, and the Certificate Administrator shall provide
written notice of such appointment to each Certificateholder within one Business Day of the receipt of such notice of appointment
from the Trustee. Except as contemplated by Section 7.06(b) of this Agreement, the appointment of a successor Operating
Advisor shall not be subject to the vote, consent or approval of the holder of any Class of Certificates.


 


The
Operating Advisor shall not at any time be the Depositor, the Master Servicer, the Special Servicer, a Sponsor or an Affiliate
of any of them. If any of such entities becomes the Operating Advisor, including by means of an Affiliation arising after the
date hereof, the Operating Advisor shall immediately resign or cause an assignment under Section 6.04 of this Agreement
and the Trustee shall appoint a successor Operating Advisor subject to and in accordance with this Section 7.06(c), which
successor Operating Advisor may be an Affiliate of the Trustee. Notwithstanding the foregoing, if the Trustee is unable to find
a successor Operating Advisor within 30 days of the termination of the Operating Advisor, the Depositor shall be permitted to
find a replacement. Unless and until a replacement Operating Advisor is appointed, no party shall act as the Operating Advisor
and the provisions in this Agreement relating to consultation with respect to the Operating Advisor shall not be applicable until
a replacement Operating Advisor is appointed hereunder.


 


(d)       Upon
any resignation or termination of the Operating Advisor and, if applicable, appointment of a successor to the Operating Advisor,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Depositor, any related
Outside Controlling Note Holder, the Controlling Class Representative (if a Consultation Termination Event does not exist) and,
for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule
17g-5 Information Provider. In the event that the Operating Advisor resigns or 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 resignation
or


 



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termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than any rights
to indemnification arising out of events occurring prior to such resignation or termination.


 


Article
VIII



CONCERNING THE TRUSTEE and The Certificate Administrator


 


Section
8.01           Duties of the Trustee and the Certificate Administrator.


 


(a)       The
Trustee, prior to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge
and after the curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement and no permissive right of the Trustee shall be construed as
a duty. During the continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge,
the Trustee, subject to the provisions of Section 7.02 and Section 7.04 of this Agreement, shall exercise such of
the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a prudent
person would exercise or use under the circumstances in the conduct of such person’s own affairs. The Certificate Administrator
undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive
right of the Certificate Administrator shall be construed as a duty.


 


(b)       Each
of the Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator, as applicable, which are specifically
required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically
governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting
to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine them to
determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein;
provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy
or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument provided to it
hereunder if accepted in good faith. If any such instrument is found not to conform on its face to the requirements of this Agreement
in a material manner, the Trustee or the Certificate Administrator, as applicable, shall request a corrected instrument, and if
the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction,
the Certificate Administrator (if the Certificate Administrator requested the corrected instrument or upon direction from the
Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders.


 


(c)       Neither
the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control”
persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided
that, subject to Section 8.02 of this Agreement, no provision of this Agreement shall be


 



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construed to relieve the Trustee
or the Certificate Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct or its own bad faith; and provided, further, that:


 


(i)       Prior
to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the
Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred,
the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the
Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically
set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the
Certificate Administrator and, in the absence of bad faith on the part of the Trustee or the Certificate Administrator, the Trustee
or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any resolutions, certificates, statements, reports, opinions, documents, orders or other
instruments furnished to the Trustee or the Certificate Administrator, as applicable, that conform on their face to the requirements
of this Agreement without responsibility for investigating the contents thereof;


 


(ii)       Neither
the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible
Officer or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, was
negligent in ascertaining the pertinent facts;


 


(iii)       Neither
the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 50% of the
Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, or of the aggregate
Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available
to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or
the Certificate Administrator, as applicable, under this Agreement;


 


(iv)       Neither
the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons
shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person
as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee
or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or
any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan
Holder, the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation,
in connection with actions taken pursuant to this Agreement;


 






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(v)          Neither
the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action
unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance
with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the
Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured,
and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection
Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance
of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s
or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach
by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein;
provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action
related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders hereunder;


 


(vi)         Neither
the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of any Person
unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such
act, failure to act or breach or receives written notice of such act, failure to act or breach from any other party to this Agreement,
any Certificateholder or Certificate Owner, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative;
and


 


(vii)        Except
in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud,
in no event shall the Trustee or the Certificate Administrator, as applicable, 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,
as applicable, has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


None
of the provisions contained in this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee
or the Certificate Administrator, as applicable, to expend or risk its own funds, or otherwise incur financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if in the opinion of the Trustee
or the Certificate Administrator, as applicable, the repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it. None of the provisions contained in this Agreement shall in any event require the Trustee to
perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations
to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer, the Certificate Administrator,
the Operating Advisor or the Asset Representations Reviewer under this Agreement, except during such time, if any, as the Trustee
shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special
Servicer in accordance with the terms of this Agreement. None of the provisions contained in this Agreement


 






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shall
in any event require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the
obligations of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer
under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any
kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator
shall be liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in its
commercial capacity or at its discretion).


 


(d)          The
Operating Advisor, the Master Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator
written confirmation of whether any Control Termination Event or Consultation Termination Event occurred during the previous calendar
year and the Certificate Administrator shall deliver such confirmation, based on information in its possession, to the requesting
party within ten (10) Business Days of such request. Further, the Certificate Administrator shall post a “special notice”
on the Certificate Administrator’s Website within ten (10) days of its determination (or its receipt of notice) of the commencement
or cessation of any Control Termination Event or Consultation Termination Event.


 


Section
8.02       Certain Matters Affecting the Trustee and the Certificate Administrator.


 


(a)          Except
as otherwise provided in Section 8.01 of this Agreement:


 


(i)           Each
of the Trustee and the Certificate Administrator may request and/or rely upon and shall be protected in acting or refraining from
acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties and neither the Trustee nor the Certificate Administrator
shall have any responsibility to ascertain or confirm the genuineness of any such party or parties;


 


(ii)          Each
of the Trustee and the Certificate Administrator may consult with counsel and the written 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 with such the written advice of such counsel or Opinion of Counsel;


 


(iii)         (A) Neither
the Trustee nor the Certificate Administrator shall be under any obligation to institute, conduct or defend any litigation hereunder
or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this
Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as applicable, security
or indemnity reasonably satisfactory to the Trustee or the Certificate Administrator, as applicable, against the costs, expenses
and liabilities which may be incurred therein or thereby; and


 






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(B)          the
right of the Trustee or the Certificate Administrator, as applicable, to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and neither the Trustee nor the Certificate Administrator shall be answerable for other than
its negligence or willful misconduct in the performance of any such act;


 


provided
that subject to the foregoing clause (A), nothing contained herein shall relieve the Trustee of the obligations, upon the
occurrence of a Servicer Termination Event (which has not been cured or waived) of which a Responsible Officer of the Trustee
has actual knowledge, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of
care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such
person’s own affairs;


 


(iv)         Neither
the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, Affiliates, agents or “control”
persons within the meaning of the Act shall be personally liable for any action taken, suffered or omitted by it in good faith
and reasonably believed by the Trustee or the Certificate Administrator, as applicable, to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement;


 


(v)          Neither
the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% (or such other percentage
as is specified herein) of the Percentage Interests of any affected Class; provided, however, that if the payment
within a reasonable time to the Trustee or the Certificate Administrator, as applicable, of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator,
as applicable, not reasonably assured to the Trustee or the Certificate Administrator, as applicable, by the security afforded
to it by the terms of this Agreement, the Trustee or the Certificate Administrator, as applicable, may require reasonable indemnity
against such expense or liability as a condition to taking any such action. The reasonable expense of every such investigation
shall be paid by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, if a Servicer Termination
Event or Operating Advisor Termination Event shall have occurred and be continuing relating to the Master Servicer, the Special
Servicer or the Operating Advisor, respectively and if such investigation results from such Servicer Termination Event or Operating
Advisor Termination Event, and otherwise by the Certificateholders requesting the investigation;


 


(vi)         Each
of the Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys but shall not be relieved of its obligations hereunder; and


 


(vii)        For
purposes of this Agreement, the Trustee or the Certificate Administrator, as applicable, shall have notice of an event only when
a Responsible


 






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Officer of the Trustee or the Certificate Administrator, as applicable, has received written notice or obtains actual
knowledge of such event.


 


(b)          Following
the Startup Day, neither the Trustee nor the Certificate Administrator shall, except as expressly required by any provision of
this Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator, as applicable,
shall have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such contribution)
to the effect that the inclusion of such assets in the Trust Fund will not cause either Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust, at any time that any Certificates are outstanding or subject
a Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.


 


(c)          All
rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator,
as applicable, may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial
or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its
name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.


 


Neither
the Trustee nor the Certificate Administrator shall have any duty to conduct any affirmative investigation as to the occurrence
of any condition requiring the repurchase of any Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility
of any Mortgage Loan for purposes of this Agreement.


 


(d)          Neither
the Trustee nor the Certificate Administrator shall be responsible for delays or failures in performance resulting from acts beyond
its control (such acts to include but are not limited to acts of God, strikes, lockouts, riots and acts of war).


 


(e)          Each
of the Custodian, the Rule 17g-5 Information Provider, Authenticating Agent, Paying Agent and Certificate Registrar shall be entitled
to the same rights, indemnities, immunities, benefits (other than compensation), privileges and protections afforded to the Certificate
Administrator hereunder in the same manner as if such party were the named Certificate Administrator herein mutatis mutandis.


 


(f)          Notwithstanding
anything to the contrary herein, any and all e-mail communications (both text and attachments) by or from the Trustee or the Certificate
Administrator that the Trustee or the Certificate Administrator, as applicable, deems to contain confidential, proprietary, and/or
sensitive information may be encrypted. The recipient (the “E-mail Recipient”) of the encrypted e-mail communication
will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will
be included in the first secure e-mail sent by the Trustee or the Certificate Administrator, as applicable, to the E-mail Recipient.


 


(g)          No
provision of this Agreement or any Loan Document shall be deemed to impose any duty or obligation on the Trustee or the Certificate
Administrator to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties
or obligations under the Loan Documents, or to exercise any right or power thereunder, to the


 






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extent that taking or omitting to
take such action or suffering such action to be taken or omitted would violate applicable law binding upon it (which determination
may be based on Opinion of Counsel).


 


(h)          In
order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including, without limitation, those relating to the funding of terrorist activities and money laundering including Section 326
of the USA PATRIOT Act (for purposes of this clause (h), “Applicable Law”), each of the Trustee and the Certificate
Administrator is required to obtain, verify, record and update certain information relating to individuals and entities that maintain
a business relationship with the Trustee or the Certificate Administrator, as applicable. Accordingly, each of the parties hereto
agrees to provide to the Trustee or the Certificate Administrator, as applicable, upon its request from time to time, such identifying
information and documentation as may be available for such party in order to enable the Trustee or the Certificate Administrator,
as applicable, to comply with Applicable Law.


 


Section
8.03       Neither the Trustee Nor the Certificate Administrator Is Liable for
Certificates or Mortgage Loans. The recitals contained herein and in the Certificates (other than the signature
and authentication of the Certificate Administrator on the Certificates) shall not be taken as the statements of the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor, and the Trustee, the
Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor assume no responsibility for
their correctness. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating
Advisor make no representations or warranties as to the validity or sufficiency of this Agreement, of the Certificates or any
prospectus used to offer the Certificates for sale or the validity, enforceability or sufficiency of any Mortgage Loan or
related document. Neither the Trustee nor the Certificate Administrator shall at any time have any responsibility or
liability for or with respect to the legality, validity and enforceability of any Mortgage, any Mortgage Loan, or the
perfection and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect to the
sufficiency of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders under this
Agreement. Without limiting the foregoing, neither the Trustee nor the Certificate Administrator shall be liable or
responsible for: the existence, condition and ownership of any Mortgaged Property; the existence of any hazard or other
insurance thereon (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant
to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or the
enforceability thereof; the existence of any Mortgage Loan or the contents of the related Mortgage File on any computer or
other record thereof (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer
pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer);
the validity of the assignment of any Mortgage Loan to the Trust Fund or of any intervening assignment; the completeness of
any Mortgage File (except for its review thereof pursuant to Section 2.02); the performance or enforcement of any
Mortgage Loan (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section
7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer); the compliance by the
Depositor, the Master Servicer, the Special Servicer or the Operating Advisor with any warranty or representation made under
this Agreement or in any related


 



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document
or the accuracy of any such warranty or representation prior to the Trustee’s receipt of notice or other discovery of
any non-compliance therewith or any breach thereof; any investment of moneys by or at the direction of the Master Servicer or
any loss resulting therefrom (other than if the Trustee shall assume the duties of the Master Servicer or the Special
Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special
Servicer), it being understood that the Trustee shall remain responsible for any Trust Fund property that it may hold in its
individual capacity; the acts or omissions of any of the Depositor, the Master Servicer, the Special Servicer or the
Operating Advisor (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant
to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or any
Sub-Servicer or any Mortgagor; any action of the Master Servicer, the Special Servicer or the Operating Advisor (other than
if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this
Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or any Sub-Servicer taken in the name of
the Trustee except to the extent such action is taken at the express written direction of the Trustee; the failure of the
Master Servicer or the Special Servicer or any Sub-Servicer to act or perform any duties required of it on behalf of the
Trust Fund or the Trustee as applicable hereunder; or any action by or omission of the Trustee taken at the instruction of
the Master Servicer or the Special Servicer (other than if the Trustee shall assume the duties of the Master Servicer or the
Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or
Special Servicer) unless the taking of such action is not permitted by the express terms of this Agreement; provided, however,
that the foregoing shall not relieve the Trustee or the Certificate Administrator, as applicable, of its obligation to
perform its duties as specifically set forth in this Agreement. Neither the Trustee nor the Certificate Administrator shall
be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of the sale of such
Certificates, or for the use or application of any funds paid to the Depositor, the Master Servicer or the Special Servicer
in respect of the Mortgage Loans or deposited in or withdrawn from the Collection Account, the Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Lock Box Account, the Escrow Accounts, the Interest Reserve Account,
the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account or any other account maintained by
or on behalf of the Master Servicer or the Special Servicer, other than any funds held by the Trustee or the
Certificate Administrator, as applicable. Neither the Trustee nor the Certificate Administrator shall have responsibility for
filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the
perfection of any security interest or lien granted to it hereunder (unless in the case of the Trustee, the Trustee shall
have become the successor Master Servicer) or to record this Agreement. In making any calculation hereunder which includes as
a component thereof the payment or distribution of interest for a stated period at a stated rate “to the extent
permitted by applicable law,” the Trustee or the Certificate Administrator, as applicable, shall assume that such
payment is so permitted unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has
actual knowledge, or receives an Opinion of Counsel (at the expense of the Person asserting the impermissibility) to the
effect that such payment is not permitted by applicable law.


 


Section
8.04       Trustee and Certificate Administrator May Own Certificates. The
Trustee, the Certificate Administrator and any agent of the Trustee or the Certificate


 






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Administrator,
each, in its individual capacity or any other capacity, may become the owner or pledgee of Certificates, and may deal with the
Depositor and the Master Servicer in banking transactions, with the same rights it would have if it were not Trustee, the Certificate
Administrator or such agent, as the case may be.


 


Section
8.05       Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification.


 


(a)          As
compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the Trustee/Certificate Administrator
Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. As compensation for the performance
of its duties hereunder, the Certificate Administrator shall be paid its portion of the Trustee/Certificate Administrator Fee,
which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate Administrator
shall pay the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. The Trustee/Certificate Administrator
Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. The Trustee/Certificate Administrator Fee (which in each
case shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute
the Trustee’s and the Certificate Administrator’s sole form of compensation for all services rendered by each of them
in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee
or the Certificate Administrator, as applicable, hereunder. No Trustee/Certificate Administrator Fee shall be payable with respect
to any Companion Loan. In the event that the Trustee assumes the servicing responsibilities of the Master Servicer or the Special
Servicer hereunder pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the Special Servicer,
the Trustee shall be entitled to the compensation to which the Master Servicer or the Special Servicer, as the case may be, would
have been entitled.


 


(b)          Each
of the Trustee and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all reasonable
expenses, disbursements and, except for Advances otherwise reimbursable hereunder, advances incurred or made by the Trustee or
the Certificate Administrator, as applicable, pursuant to and in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ)
to the extent such payments are “unanticipated expenses” as described in clause (d) below, except any such expense,
disbursement or advance as may arise from its negligence, bad faith or willful misconduct; provided, however, that,
subject to Section 8.01 and Section 8.02 of this Agreement, neither the Trustee nor the Certificate Administrator
shall refuse to perform any of its duties hereunder solely as a result of the failure to be paid the Trustee/Certificate Administrator
Fee or the Trustee’s expenses or the Certificate Administrator’s expenses, as applicable.


 


The
Master Servicer and the Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable out-of-pocket expenses
incurred or made by the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer or the
Special Servicer, respectively, hereunder, pursuant to or otherwise arising from the resignation or removal of the Master Servicer
or the Special Servicer, in accordance with any of the provisions


 






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of
this Agreement (and including the reasonable fees and expenses and disbursements of its counsel and all other persons not regularly
in its employ), except any such expenses as may arise from the negligence or bad faith of the Trustee.


 


(c)          Each
of the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian, the Trustee,
the Depositor, the Master Servicer and the Special Servicer (each, an “Indemnifying Party”) shall indemnify
the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian
and their respective Affiliates and each of the directors, officers, employees and agents of the Paying Agent, the Authenticating
Agent, the Trustee, the Certificate Administrator, the Certificate Registrar, the Custodian and their respective Affiliates (each,
an “Indemnified Party”) for, and hold each of them harmless against, any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that
the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements
of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party
or between the Indemnified Party and any third party or otherwise) resulting from each such Indemnifying Party’s respective
willful misconduct, bad faith, fraud and/or negligence in the performance of each of its respective obligations or duties hereunder
or by reason of negligent disregard of its respective obligations and duties hereunder. Each of the Paying Agent, the Authenticating
Agent, the Trustee, the Certificate Registrar, the Custodian and the Certificate Administrator shall indemnify each of the Master
Servicer and the Special Servicer and its Affiliates and each of the directors, officers, employees and agents of each of the
Master Servicer and the Special Servicer and its Affiliates (each, a “Servicer Indemnified Party”) for, and
hold each of them harmless against, any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments, and any other costs, fees and expenses that the Servicer Indemnified Party may sustain
in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the
Servicer Indemnified Party in any action or proceeding between the Trustee, the Paying Agent, the Authenticating Agent, the Certificate
Registrar, the Custodian or the Certificate Administrator, as applicable, and the Servicer Indemnified Party or between the Servicer
Indemnified Party and any third party or otherwise) related to the Trustee’s, the Authenticating Agent’s, the Paying
Agent’s, the Certificate Registrar’s, the Custodian’s or the Certificate Administrator’s respective willful
misconduct, bad faith, fraud and/or negligence in the performance of each of its respective duties hereunder or by reason of negligent
disregard of its respective obligations and duties hereunder. Each of the Authenticating Agent, the Paying Agent, the Certificate
Registrar, the Custodian, the Certificate Administrator and the Trustee shall indemnify the Depositor, each Sponsor, any employee,
director or officer of the Depositor or any Sponsor, and the Trust Fund (each an “Other Indemnified Party”)
for, and hold each of them harmless against, any loss, liability or reasonable expense (including, without limitation, reasonable
attorneys’ fees and expenses incurred by the Other Indemnified Party in any action or proceeding between the Authenticating
Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee, as applicable,
and the Other Indemnified Party or between the Other Indemnified Party and any third party or otherwise) incurred by such parties
(i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of the obligations or duties of the
Authenticating Agent, the Paying Agent,


 






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the
Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee, as the case may be, or by reason of negligent
disregard of the Authenticating Agent, the Paying Agent’s, the Certificate Registrar’s, the Custodian’s, the
Certificate Administrator’s or the Trustee’s, as the case may be, obligations or duties hereunder, or (ii) as a result
of the breach by the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator
or the Trustee, as the case may be, of any of its representations or warranties contained herein, or (iii) as a result of or relating
to a violation of the Exchange Act or Regulation RR if such violation, in whole or in part, results from or arises out of a breach
by the Authenticating Agent, the Paying Agent, the Certificate Registrar or the Certificate Administrator, as the case may be,
of any of its obligations under Section 5.02(f) and Section 5.03(i) of this Agreement.


 


(d)          The
Trust Fund shall indemnify each Indemnified Party from, and hold it harmless against, any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that
the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements
of counsel and of all persons not regularly in its employ incurred by the Indemnified Party in any action or proceeding between
the Trust Fund and the Indemnified Party or between the Indemnified Party and any third party or otherwise) arising in respect
of this Agreement or the Certificates, in each case to the extent and only to the extent, such payments are expressly reimbursable
under this Agreement, or are unanticipated expenses (as defined below), other than (i) those resulting from the negligence, fraud,
bad faith or willful misconduct, or negligent disregard of obligations and duties hereunder, of the Indemnified Party and (ii)
except to the extent such amounts are not paid pursuant to this Section 8.05, those as to which such Indemnified Party
is entitled to indemnification pursuant to Section 8.05(c). The term “unanticipated expenses” shall include
any fees, expenses and disbursements of the Trustee or the Certificate Administrator or any separate trustee or co-trustee or
certificate administrator appointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably anticipated
as of the Closing Date, and the losses, liabilities, damages, claims or incremental expenses (including reasonable attorneys’
fees) incurred or, except in the case of an Advance otherwise reimbursable hereunder, advanced by an Indemnified Party in connection
with (i) a default under any Mortgage Loan and (ii) any litigation arising out of this Agreement, including, without limitation,
under Section 2.03, Section 3.10, the third paragraph of Section 3.11, Section 4.05 and Section
7.01 of this Agreement. The right of reimbursement of the Indemnified Parties under this Section 8.05(d) shall be senior
to the rights of all Certificateholders.


 


(e)          Notwithstanding
anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this Agreement or the resignation
or removal of the Trustee or the Certificate Administrator, as applicable, as regards rights accrued prior to such resignation
or removal and (with respect to any acts or omissions during their respective tenures) the resignation, removal or termination
of the Master Servicer, the Special Servicer, the Paying Agent, the Authenticating Agent, the Certificate Registrar or the Custodian.


 


(f)          This
Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation, expenses,
disbursements, advances, losses,


 






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liabilities,
damages and the like, as may pertain or relate to any environmental law or environmental matter.


 


Section
8.06          Eligibility Requirements for the Trustee and the
Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at all times be a
corporation or association organized and doing business under the laws of any state or the United States of America,
authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having
a combined capital and surplus of at least $100,000,000, and subject to supervision or examination by federal or state
authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter
and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02, the
Master Servicer). The Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least
“BBB+” by S&P, (B) a rating on its unsecured long term-debt of at least “A-” by Fitch or a rating
on its short-term debt of at least “F1” by Fitch, (C) a rating on its unsecured long term-debt of at least
“A” by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P
and Fitch) and (D) if rated by KBRA, a rating on its unsecured long term-debt of at least “A-” by KBRA; provided,
however, that Wilmington Trust, National Association as the initial trustee will be deemed to have met the eligibility
requirements in (A) through (D) above for so long as (a) it has a rating on its unsecured long-term debt of at least
“BBB” from S&P and a short term debt rating of at least “A-2” from S&P, (b) it has a
rating on its unsecured long-term debt of at least “BBB” by Fitch or a rating on its short-term debt of at least
“F2” by Fitch, (c) it has a rating on its unsecured long-term debt of at least “A(low)” by DBRS and a
rating on its short-term debt of at least “R-1(low) by DBRS (or, if not rated by DBRS, an equivalent rating by two (2)
other NRSROs (which may include S&P and Fitch)) and (d) the Master Servicer has (i) a rating on its unsecured long-term
debt of at least “A” by S&P and a rating on its short-term debt of at least “A-1” from S&P,
(ii) a rating on its unsecured long-term debt of a least “A” by Fitch or a rating on its short-term debt of at
least “F1” by Fitch and (iii) a rating on its unsecured long-term debt of at least “A” by DBRS (or,
if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch) (or, in the case of
any Rating Agency’s rating requirement set forth above in this sentence, such other rating with respect to which the
applicable Rating Agency has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements
for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator
is required to maintain a rating on its unsecured long term debt of at least (A) “BBB+” by S&P (or
“BBB” by S&P if the Certificate Administrator’s unsecured short term debt is rated at least
“A-2” by S&P), (B) “BBB+” by Fitch, (C) at least “BBB” by DBRS (or, if not rated by
DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch) and (D) if rated by KBRA,
“A-” by KBRA (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence,
such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). If a
corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of
the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so
published. In the event that the place of business from which the Trustee or the Certificate Administrator, as applicable,
administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust
REMIC (other than a tax


 









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corresponding
to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to
(i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds
and continue as Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local
jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to
be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall
resign immediately in the manner and with the effect specified in Section 8.07.


 


Section
8.07      Resignation and Removal of the Trustee or the Certificate Administrator. Each
of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by
giving written notice thereof to the other such party, the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Certificateholders, the Serviced Companion Loan Holders and, for
posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule
17g-5 Information Provider. Upon such notice of resignation, the Master Servicer shall promptly appoint a successor Trustee
or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency
Confirmation to the resigning Trustee or Certificate Administrator, as applicable, and the successor Trustee or Certificate
Administrator, as applicable. If no successor Trustee or Certificate Administrator, as applicable, shall have been so
appointed and have accepted appointment within 90 days after the giving of such notice of resignation, the resigning Trustee
or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a
successor Trustee or Certificate Administrator, as applicable, and such petition will be an expense of the Trust Fund.
Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall
bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its
resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee).


 


If
at any time either the Trustee or the Certificate Administrator is required to resign in accordance with the provisions of Section
3.34 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible
in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor
or Master Servicer, or if at any time either the Trustee or the Certificate Administrator shall become incapable of acting, or
shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator, as applicable, or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator,
as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor
may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate
Administrator, as applicable, by written instrument, which shall be delivered to the Trustee or the Certificate Administrator,
as applicable, so removed and to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates
entitled to more than 50% of the Voting Rights of all of the Certificates may at any time, with prior written notice, remove the
Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written
instrument or instruments, in five originals, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of


 






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which
instruments shall be delivered to the Depositor, one complete set to the Master Servicer, one complete set to the Trustee (in
connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection
with the removal of the Trustee), one complete set to the Trustee or Certificate Administrator, as applicable, so removed and
one complete set to the successor Trustee or Certificate Administrator, as applicable, so appointed, and a copy thereof shall
be delivered to the Serviced Companion Loan Holders.


 


In
the event that the Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all
of its rights and obligations under this Agreement and in and to the Mortgage Loans or Serviced Loan Combination shall be terminated,
other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive
all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this Agreement,
with respect to periods prior to the date of such termination or removal, and no termination without cause shall be effective
until the payment of such amounts to the Trustee or the Certificate Administrator, as applicable). The Trustee or the Certificate
Administrator, as applicable, will bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating
Agency in connection with its termination or removal; provided that if the Trustee or the Certificate Administrator, as
applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates
as provided in the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses
of the Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations
(including, if applicable, custody of any Mortgage Files in its possession) of the Trustee or Certificate Administrator, as applicable,
to a successor trustee or certificate administrator.


 


Any
resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator,
as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of
appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.08
and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as
contemplated by the fifth paragraph of Section 10.07.


 


Upon
the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph
of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent
such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed
(without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered
holders of Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9” or in blank,
and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without
cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian
with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such
endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items
(A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s
possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall,
if appropriate, be recorded by the successor


 






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trustee
if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination
Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination
Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling
Class Representative).


 


Section
8.08       Successor Trustee or Successor Certificate Administrator.


 


(a)          Any
successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge
and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator,
as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate
Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator,
as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect
to the appointment of such successor Trustee or Certificate Administrator. In connection with the appointment of a successor Certificate
Administrator, the predecessor Certificate Administrator (or a Custodian appointed by it) shall deliver to the successor Certificate
Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute
and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming
in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and obligations. No successor
Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such
acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section
8.06. In no event may the Operating Advisor, the Asset Representations Reviewer or any of their Affiliates be appointed as
successor Trustee or successor Certificate Administrator.


 


Upon
acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08,
the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all
Holders of Certificates at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor
fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator,
the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the
Depositor.


 


(b)          Any
successor Trustee or Certificate Administrator appointed pursuant to this Agreement shall satisfy the eligibility requirements
set forth in Section 8.06 hereof.


 


Section
8.09      Merger or Consolidation of the Trustee or the Certificate Administrator. Any
entity into which the Trustee or the Certificate Administrator may be merged or converted, or with which the Trustee or the
Certificate Administrator, as applicable,


 






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may be
consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator,
as applicable, shall be a party, or any entity succeeding to the corporate trust business of the Trustee or the Certificate Administrator,
as applicable, shall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder, provided such
entity shall be eligible under the provisions of Section 8.06 without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.


 


Section
8.10      Appointment of Co-Trustee or Separate Trustee. Notwithstanding any
other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund, the assets thereof or any property securing the same may at the time be located, the Depositor and the
Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons to
act (at the expense of (i) the Trustee, if the need to appoint such co-trustee(s) arises from any change in or matter
relating to the identity, organization, status, power, conflicts, internal policy or other development or matter with respect
to the Trustee, and/or (ii) the Trust Fund, if the need to appoint such co-trustee(s) arises from a change in applicable law
or the identity, status or power of the Trust Fund; provided, however, that in the event the need to appoint
such co-trustee(s) arises from a combination of the events described in clause (i) and clause (ii), the expense
shall be split evenly between the Trustee and the Trust Fund; and provided, further, that in the event the need to
appoint such co-trustee(s) arises from none of the events described in clause (i) and clause (ii), such appointment shall be
at the expense of the Trust Fund) as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate
trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the
Trust Fund, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers,
duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary or desirable. If the Depositor
shall not be in existence or shall not have joined in such appointment within 15 days after the receipt by it of a request so
to do, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power
to make such appointment. Except as required by applicable law, the appointment of a co-trustee or separate trustee shall not
relieve the Trustee of its responsibilities, obligations and liabilities hereunder. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 8.06 hereunder and
no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section
8.08 hereof.


 


In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized
to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee solely at the direction of the Trustee.


 



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The
Depositor and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee,
or if the separate trustee or co-trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of
or remove any separate trustee or co-trustee.


 


Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Every such instrument shall be filed with the Trustee.
Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject
to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of,
affecting the liability of, or affording protection to, the Trustee. In no event shall any such separate trustee or co-trustee
be entitled to any provision relating to the conduct of, affecting the liability of, or affording protection to, such separate
trustee or co-trustee that imposes a standard of conduct less stringent than that imposed on the Trustee hereunder, affording
greater protection than that afforded to the Trustee hereunder or providing a greater limit on liability than that provided to
the Trustee hereunder.


 


Any
separate trustee or co-trustee may, at any time, constitute the Trustee its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


Section
8.11       Access to Certain Information.


 


(a)          The
Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor
and the related Directing Holder) access to any documentation (other than any Privileged Information) regarding the Mortgage Loans
or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without
charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate
Administrator or the Custodian, as applicable.


 


(b)          The
Certificate Administrator shall maintain at its offices (or, in the case of the Mortgage Files, the Certificate Administrator
shall maintain or cause to be maintained at its offices or the offices of a Custodian appointed by it) (and, upon reasonable prior
written request and during normal business hours, shall make available or cause to be made available) for review by any Privileged
Person originals and/or copies of the following items (to the extent such items were prepared by or delivered to the Certificate
Administrator (or a Custodian appointed by it)):


 


(i)           the
Prospectus;


 



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(ii)          this
Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage
Loan Purchase Agreements and any amendments and exhibits hereto or thereto;


 


(iii)         all
Certificate Administrator reports made available to holders of each relevant Class of Certificates since the Closing Date;


 


(iv)         all
Distribution Date Statements and all CREFC® reports actually delivered or otherwise made available to Certificateholders
pursuant to Section 4.02 of this Agreement since the Closing Date;


 


(v)          the
annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates
delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to
Section 10.10 of this Agreement;


 


(vi)         the
annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer
to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;


 


(vii)        the
most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered
to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 3.18 of this Agreement;


 


(viii)       any
and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the
environmental testing contemplated by Section 3.10(e) of this Agreement revealed that neither of the conditions set forth
in clauses (i) and (ii) thereof was satisfied;


 


(ix)          the
Mortgage Files, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the Serviced
Loan Combinations) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside
Special Servicer and delivered to the Certificate Administrator (or a Custodian appointed by it) pursuant to Section 3.24
of this Agreement;


 


(x)           the
summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this
Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer
or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with
the other information specified in Section 4.02(b) of this Agreement;


 


(xi)         any
and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the
Master Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 



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(xii)         notice
of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or any Outside Trustee (and appointments
of successors thereto);


 


(xiii)       all
Special Notices;


 


(xiv)       any
Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format; and


 


(xv)        any
other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A;


 


provided
that any such Privileged Person that is a Certificateholder or Certificate Owner shall have delivered to the Certificate
Administrator an appropriate Investor Certification; and provided, further, that in no event shall an Excluded
Controlling Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Mortgage Loan with
respect to which it is a Borrower Party


 


Subject
to the two (2) provisos to the previous sentence, the Certificate Administrator shall provide, or cause to be provided, copies
of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence.


 


The
Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this
Agreement.


 


Article
IX



TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE


 


Section
9.01       Termination; Optional Mortgage Loan Purchase.


 


(a)          The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee created hereby with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as hereinafter set forth and to make any required remittances to the Serviced Companion Loan Holders in
the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following
the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders
of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund
pursuant to subsection (c), (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to subsection (h) and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created hereby continue beyond the expiration
of twenty-one years from the


 






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death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom,
living on the date hereof. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection
Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


 


(b)          In
connection with a termination contemplated by Section 9.01(a) of this Agreement, the Trust REMICs outstanding shall be
terminated and the assets of the Lower-Tier REMIC shall be sold or otherwise disposed of in connection therewith, pursuant to
a “plan of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing for the actions contemplated
by the provisions hereof pursuant to which the applicable Notice of Termination is given and requiring that the assets of the
Lower-Tier REMIC shall be sold for cash and that each such Trust REMIC shall terminate on a Distribution Date occurring not more
than 90 days following the date of adoption of the plan of complete liquidation. For purposes of this Section 9.01(b),
the Notice of Termination given pursuant to Section 9.01(c) shall constitute the adoption of the plan of complete liquidation
as of the date such notice is given, which date shall be specified by the Certificate Administrator in the final federal income
tax returns of each Trust REMIC. Notwithstanding the termination of the Trust REMICs, or the Trust Fund, the Certificate Administrator
shall be responsible for filing the final Tax Returns for the Trust REMICs and for the Grantor Trust for the period ending with
such termination, and shall maintain books and records with respect to the Trust REMICs and the Grantor Trust for the period for
which it maintains its own tax returns or other reasonable period.


 


(c)          The
Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if
such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if
none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater
than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the parties (or, if applicable, the other parties) to this Agreement (whereupon the Master Servicer shall
notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase Amount
and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage
Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate
Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the
Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer
or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer,
as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding
(which


 






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items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase).


 


Any
Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling
Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder)
of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred
by any and all parties to this Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to this Section 9.01(c) shall be borne by the party exercising its purchase rights hereunder.
The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to this
subsection (c).


 


(d)          If
the Trust Fund has not been previously terminated pursuant to subsection (c) or subsection (h) of this Section 9.01, the
Certificate Administrator shall determine as soon as practicable the Distribution Date on which the Certificate Administrator
reasonably anticipates, based on information with respect to the Mortgage Loans previously provided to it, that the final distribution
will be made (i) to the Holders of outstanding Non-Vertically Retained Regular Certificates, to the Holders of outstanding Class
VRR Certificates in respect of the Class VRR Upper-Tier Regular Interest and to the Certificate Administrator in respect of the
Lower-Tier Regular Interests, notwithstanding that such distribution may be insufficient to distribute in full an amount equal
to the remaining Certificate Balance or Lower-Tier Principal Balance, as applicable, of each such Class of Certificates and Lower-Tier
Regular Interest, together with amounts required to be distributed on such Distribution Date pursuant to Section 4.01 of
this Agreement (or, if the Non-Vertically Retained Regular Certificates and the Class VRR Certificates are no longer outstanding,
to the Holders of the Class R Certificates) and (ii) to the Holders of the Grantor Trust Certificates, of any amount remaining
in the Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest
Distribution Account and/or the Excess Liquidation Proceeds Reserve Account, as applicable, in any case, following the later to
occur of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund or (b) the liquidation
or disposition pursuant to Section 3.17 of this Agreement of the last asset held by the Trust Fund.


 


(e)          Notice
of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator to
affected Certificateholders at their addresses shown in the Certificate Register (with a copy to the Master Servicer, the Special
Servicer and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,
the Rule 17g-5 Information Provider) as soon as practicable after the Certificate Administrator shall have received, given or
been deemed to have received a Notice of Termination but in any event not more than thirty days, and not less than ten days, prior
to the Anticipated Termination Date. The notice mailed by the Certificate Administrator to affected Certificateholders shall:


 


(i)           specify
the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates of the Classes
specified therein;


 



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(ii)          specify
the amount of any such final distribution, if known; and


 


(iii)         state
that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates at the office
of the Paying Agent therein specified.


 


If
the Trust Fund is not terminated on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly
mail notice thereof to each affected Certificateholder.


 


(f)           Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to this Section 9.01
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to
surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of
their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of
the assets which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after
the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R
Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder
on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with this Section 9.01.


 


(g)          For
purposes of this Section 9.01, the Remaining Certificateholder shall have the first option to terminate the Trust Fund
pursuant to subsection (h), and then the Holders of the Controlling Class representing more than 50% of the Certificate Balance
of the Controlling Class, and then the Special Servicer, and then the Master Servicer, and then the Holders of Class R Certificates
representing more than 50% of the Percentage Interests in such Class, in each of the last four cases, pursuant to subsection (c).


 


(h)          Following
the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional Amount and the aggregate
Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class
D and Class E Certificates are reduced to zero, the Remaining Certificateholder shall have the right to exchange all of its Certificates
(but excluding the Class S and Class R Certificates) for all of the Mortgage Loans and each REO Property (and including the Trust
Fund’s interest in any REO Property acquired with respect to the Outside Serviced Mortgage Loans) remaining in the Trust
Fund as contemplated by clause (ii) of Section 9.01(a) by giving written notice to all the parties hereto no later than
60 days prior to the anticipated date of exchange; provided that such Remaining Certificateholder shall pay the


 






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Master
Servicer an amount equal to (i) the product of (A) the Prime Rate, (B) the aggregate Certificate Balance of the then-outstanding
Principal Balance Certificates as of the day of the exchange and (C) three, divided by (ii) 360. In the event that the Remaining
Certificateholder elects to exchange all of the Certificates (other than the Class S and Class R Certificates) for all of the
Mortgage Loans and each REO Property (and including the Trust Fund’s interest in any REO Property acquired with respect
to the Outside Serviced Mortgage Loans) remaining in the Trust Fund in accordance with the preceding sentence, such Remaining
Certificateholder, not later than the Termination Date, shall deposit in the Collection Account an amount in immediately available
funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee hereunder through the date of the liquidation of the Trust Fund that may be withdrawn
from the Collection Account or a Distribution Account, but only to the extent that such amounts are not already on deposit in
the Collection Account. Upon confirmation that such final deposits have been made and following the surrender of all remaining
Certificates (other than the Class S and Class R Certificates) by the Remaining Certificateholder on the Termination Date, the
Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released to the Remaining
Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments,
endorsements and other instruments furnished to it by the Remaining Certificateholder as shall be necessary to effectuate transfer
of the Mortgage Loans and REO Properties (and including the Trust Fund’s interest in any REO Property acquired with respect
to the Outside Serviced Mortgage Loans) remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance with
this Section 9.01. Thereafter, the Trust Fund and the respective obligations and responsibilities under this Agreement
of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
(other than the making of certain payments to Certificateholders and Serviced Companion Loan Holders, sending of certain notices,
the maintenance of books and records and the preparation and filing of final tax returns), shall terminate. Such transfers shall
be subject to any rights of any Sub-Servicers to service (or to perform select servicing functions with respect to) the Mortgage
Loans. For federal income tax purposes, the Remaining Certificateholder shall be deemed to have purchased the assets of the Lower-Tier
REMIC for an amount equal to the remaining Certificate Balance of its remaining Certificates (other than the Class S and Class
R Certificates), plus accrued and unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts
against amounts distributed in respect of the Lower-Tier Regular Interests and such Certificates. The remaining Mortgage Loans
and REO Properties (or the Trust’s interests therein) are deemed distributed to the Remaining Certificateholder in liquidation
of the Trust Fund pursuant to this Section 9.01.


 


Article
X



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
10.01     Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree
that the purpose of Article X of this Agreement is to facilitate compliance by the Depositor and any Other Depositor with
the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor shall not, and no Other
Depositor may, exercise its rights to request delivery of information or other performance


 






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under
these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the Sarbanes-Oxley
Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive
guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other
Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation
AB. In connection with the Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9, and
any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate
Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other
Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records
and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination
of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable,
to permit the Depositor or any Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such
disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage
Loans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.


 


Section
10.02     Succession; Sub-Servicers; Subcontractors.


 


(a)          For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act (in addition
to any requirements contained in Section 10.07 of this Agreement), in connection with the succession to the Master Servicer,
the Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the extent such Sub-Servicer is a “servicer”
as contemplated by Item 1108(a)(2) of Regulation AB) or succession to the Certificate Administrator under this Agreement by any
Person (i) into which the Master Servicer, the Special Servicer, such Sub-Servicer or Certificate Administrator may be merged
or consolidated, or (ii) which may be appointed as a successor to the Master Servicer, the Special Servicer, any such Sub-Servicer
or Certificate Administrator, the Certificate Administrator (or, in the case of a successor to the Certificate Administrator,
the Trustee) shall provide to the Depositor, as well as any Other Depositor as to which the applicable Companion Loan is affected,
at least five (5) Business Days prior to the effective date of such succession or appointment as long as such disclosure prior
to such effective date would not be violative of any applicable law or confidentiality agreement, otherwise no later than one
(1) Business Day after such effective date, (x) written notice to the Depositor and each such Other Depositor of such succession
or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor and each such Other Depositor,
all information relating to such successor (which such successor Master Servicer, Special Servicer, Sub-Servicer or Certificate
Administrator shall be required to provide) reasonably requested by the Depositor or any such Other Depositor in order to comply
with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act
are required to be filed under the Exchange Act). The Certificate Administrator (or the Trustee, if applicable) shall provide
similar notice to the Depositor and


 






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each
such Other Depositor in connection with any resignation or termination of the Master Servicer, the Special Servicer, any Sub-Servicer
or the Certificate Administrator. In addition, with respect to each Serviced Companion Loan, the Certificate Administrator shall
comply with the Trust’s obligations under each Co-Lender Agreement (including with respect to the provision of any required
notices) in connection with any resignation, termination, replacement or appointment of the Master Servicer, the Special Servicer,
any Sub-Servicer or the Certificate Administrator or any successor thereto.


 


(b)          For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, if the Master
Servicer, the Special Servicer, any Sub-Servicer, the Custodian, the Trustee and the Certificate Administrator (each of the Master
Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator and each Sub-Servicer, for purposes
of this Section 10.02(b), Section 10.02(c), Section 10.02(d) and Section 10.17, a “Servicer”)
utilizes one or more Subcontractors to perform certain of its obligations hereunder, such Servicer shall promptly upon request
provide to the Depositor, as well as any Other Depositor as to which the applicable Serviced Companion Loan is affected, a written
description (in form and substance satisfactory to the Depositor and each such Other Depositor) of the role and function of each
Subcontractor that is a Servicing Function Participant utilized by such Servicer during the preceding calendar year, specifying
(i) the identity of such Subcontractor, and (ii) which elements of the Servicing Criteria will be addressed in assessments of
compliance provided by each such Subcontractor. Each Servicer shall cause any Subcontractor determined to be a Servicing Function
Participant used by such Servicer for the benefit of the Depositor to comply with the provisions of Section 10.09 and Section
10.10 of this Agreement to the same extent as if such Subcontractor were such Servicer. Such Servicer shall obtain from each
such Subcontractor (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts
to cause such Sub-Servicer) and deliver to the applicable Persons any assessment of compliance report and related accountant’s
attestation required to be delivered by such Subcontractor under Section 10.09 and Section 10.10 of this Agreement,
in each case, as and when required to be delivered.


 


(c)          For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing, if a Servicer engages a Subcontractor in connection with the performance of any of its duties under this Agreement,
such Servicer shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning of
Item 1101 of Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation
AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within the
meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then the engagement
of such Subcontractor shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator,
as well as any Other Depositor as to which the applicable Companion Loan is affected, of any such Subcontractor and sub-servicing
agreement and, if such Subcontractor is engaged by the Master Servicer or the Special Servicer, such Subcontractor shall be deemed
to be a Sub-Servicer for purposes of this Agreement. Written notice of the engagement of such Subcontractor and the related Sub-Servicing
Agreement (other than such agreements set forth on Exhibit S hereto) (with respect to the Master Servicer or the Special
Servicer) or sub-


 






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servicing
agreement (with respect to any other Servicer) shall be delivered to the Depositor, the Certificate Administrator and each such
Other Depositor at least five (5) Business Days prior to the effective date of such engagement. Such notice shall contain all
information reasonably necessary, and in such form as may be necessary, to enable the Certificate Administrator, as well as any
Other Exchange Act Reporting Party as to which the applicable Serviced Companion Loan is affected, to accurately and timely report
the event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement (if such reports under the Exchange Act
are required to be filed under the Exchange Act).


 


(d)          For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing and subject to Section 3.01(c) of this Agreement, if the Master Servicer or the Special Servicer engages
a Sub-Servicer or if any other Servicer engages a sub-servicer, in each case, in connection with the performance of any of the
duties of the Master Servicer, the Special Servicer or such other Servicer, as applicable, under this Agreement and the related
Sub-Servicing Agreement (with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect
to any other Servicer) is either (i) assigned (other than, in the case of a Sub-Servicer engaged by the Master Servicer, an assignment
to the Master Servicer) or (ii) amended or modified and the Master Servicer, the Special Servicer or such other Servicer, as applicable,
determines that, as a result of such amendment or modification, the Sub-Servicer or sub-servicer, as applicable, would become
a “servicer” within the meaning of Item 1101 of Regulation AB that (1) meets the criteria in Item 1108(a)(2)(i), (ii)
or (iii) of Regulation AB or (2) meets the criteria in Item 1108(a)(2)(iii) of Regulation AB and services 20% or more of the pool
assets, then the Master Servicer, the Special Servicer or such other Servicer, as applicable, shall provide written notice of
such amendment, modification or assignment to the Depositor and the Certificate Administrator, as well as any Other Depositor
as to which the applicable Companion Loan is affected at least five (5) Business Days prior to the effective date of such amendment,
modification or assignment (or if such prior notice would be violative of applicable law or any applicable confidentiality agreement,
no later than the time required under Section 10.07 of this Agreement). Such notice shall contain all information reasonably
necessary, and in such form as may be necessary, to enable the Certificate Administrator, as well as any Other Exchange Act Reporting
Party as to which the applicable Serviced Companion Loan is affected, to accurately and timely report the event under Item 6.02
of Form 8-K pursuant to Section 10.07 of this Agreement (if such reports under the Exchange Act are required to be filed
under the Exchange Act).


 


(e)          For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection
with the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee
or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate
Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor, at
least ten (10) Business Days prior to the effective date of such succession or appointment (or if such prior notice would be violative
of applicable law or any applicable confidentiality agreement, no later than the time required under Section 10.07 of this
Agreement) and shall furnish pursuant to Section 10.07 of this Agreement to the Depositor and each Other Depositor in writing
and in form and substance reasonably satisfactory to the Depositor and each Other


 









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Depositor,
all information reasonably necessary for the Certificate Administrator, the Trustee and each Other Exchange Act Reporting Party
to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement or otherwise
(if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


Section
10.03         Filing Obligations.


 


(a)          The
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially
reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate
with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization
Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section
10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required
by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator
shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.


 


(b)          In
the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or
Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form
8-K, 10-D, 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 shall promptly
as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is
not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such
Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor and the
Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, 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, include such disclosure information on the next succeeding Form
10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate
Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the
Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D
or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as
needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment
to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely
preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon such
parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate


 






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Administrator
shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, 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 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
10.04         Form 10-D and Form ABS-EE Filings.


 


(a)          Within
15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form 10-D and Form ABS-EE then required by the Exchange Act, in form and substance
as then required by the Exchange Act; provided that, in connection with the filing of the Prospectus and the Preliminary
Prospectus with respect to the Public Certificates, the Depositor shall file any related Form ABS-EE required to be filed with
the Commission and incorporated by reference into each such document. The Certificate Administrator shall file each Form 10-D
with a copy of the related Distribution Date Statement attached thereto; provided that the Certificate Administrator shall redact
from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating
Agencies. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D and/or Form
ABS-EE (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph, be (i) reported by the
parties set forth on Exhibit U to this Agreement to the Depositor, the Certificate Administrator and each Other Depositor
and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes
and (ii) approved by the Depositor and each such Other Depositor, and the Certificate Administrator will have no duty or liability
for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval.


 


For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, within one
(1) Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon
(New York City time) on the third Business Day after the related Distribution Date, (i) certain parties to this Agreement, as
set forth on Exhibit U to this Agreement, shall be required to provide to the Certificate Administrator, the Depositor,
and each Other Exchange Act Reporting Party and Other Depositor to which the particular Additional Form 10-D Disclosure is relevant
for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other
than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing
Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party) in EDGAR-Compatible
Format (to the extent available to such party in such format) or (in the case of asset-level information required by Item 1A on
Form 10-D) XML Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and each
such Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of the Additional
Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit U to this Agreement shall include with such Additional
Form 10-D Disclosure applicable to such party and shall cause each Sub-Servicer






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(or, in
the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer)
and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional
Disclosure Notification in the form attached as Exhibit W-1 to this Agreement (except with respect to the reporting of
balances of the Collection Account, each Loan Combination Custodial Account and each REO Account which shall be delivered in the
form of Exhibit W-2 hereto, and the Special Servicer shall provide in the form of Exhibit W-2 any information relating
to any REO Account to be reported under “Item 9: Other Information” on Exhibit U to the Master Servicer within
four (4) calendar days after the related Distribution Date) 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 or (in the case of asset-level
information required by Item 1A on Form 10-D) Form ABS-EE with respect to the Trust; provided that any Depositor’s approval
pursuant to this clause (iii) shall not relieve any parties listed on Exhibit U of its obligations to provide Additional
Form 10-D Disclosure that is true and accurate in all material respects and in compliance with all applicable requirements of
the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. The Certificate Administrator has
no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U to this Agreement
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.
The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Certificate Administrator in connection
with including any Additional Form 10-D Disclosure on Form 10-D or (in the case of asset-level information required by Item 1A
on Form 10-D) Form ABS-EE with respect to the Trust pursuant to this paragraph.


 


(b)          Any
Form 10-D filed by the Certificate Administrator with respect to the Trust shall (i) include the information required by Rule
15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution
of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(a) of this Agreement, (ii) include
a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key”
for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, (iii) include a reference to
the most recent Form ABS-15G filed by each Mortgage Loan Seller and the Commission’s assigned “Central Index Key”
for each such filer, which information each Mortgage Loan Seller is required to deliver to the Certificate Administrator pursuant
to Section 6(i) of the applicable Mortgage Loan Purchase Agreement, (iv) incorporate by reference the Form ABS-EE filing for the
related reporting period (which Form ABS-EE disclosures shall be filed at the time of each filing of the applicable report on
Form 10-D with respect to each Mortgage Loan that was part of the Mortgage Pool during any portion of the related reporting period),
(v) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of Exhibit
W-2 hereto for inclusion therein within the time period described in this Section 10.04, the balances of the Collection
Account, each Loan Combination Custodial Account and each REO Account (to the extent the related information has been received
from the Special Servicer within the time period specified in this Section 10.04), in each case as of the related Distribution
Date and as of the immediately preceding Distribution Date and (vi) the balance of the Distribution Account, the Interest Reserve
Account, the Excess Interest Distribution Account and the Excess Liquidation Proceeds Reserve Account, in each case as of the
related Distribution Date and as of the immediately preceding Distribution Date.


 






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(c)          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 it receives such information from the Master Servicer (with
respect to Non-Specially Serviced Loans as to which the Master Servicer has knowledge or notice of any applicable Additional Debt
or mezzanine debt) or the Special Servicer (with respect to Specially Serviced Mortgage Loans as to which the Special Servicer
has knowledge or notice of any applicable Additional Debt or mezzanine debt)) the identity of such Mortgage Loan and, to the extent
such information is received by the Certificate Administrator from the Master Servicer (with respect to Non-Specially Serviced
Loans as to which the Master Servicer has knowledge or notice of any applicable Additional Debt or mezzanine debt) or the Special
Servicer (with respect to Specially Serviced Mortgage Loans as to which the Special Servicer has knowledge or notice of any applicable
Additional Debt or mezzanine debt), substantially in the form of Exhibit W-3 (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 such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate
LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


(d)          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: Richard Simpson, Telephone: (212) 816-5343. 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.


 


(e)          Upon
receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
11.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D relating
to the Collection 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.


 


(f)          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 5.07, the Certificate Administrator shall include on
the Form 10-D relating to the reporting period in which such request was received disclosure regarding the request to communicate,
and such disclosure 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.


 



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(g)          At
the time required under Section 10.04(a), 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 4.02(b) 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 4.02(b), the Certificate Administrator shall file such Schedule AL Additional File as Exhibit
103 to such Form ABS-EE. The Certificate Administrator shall not 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. The Certificate Administrator shall not be deemed to have actual knowledge of the contents of any
CREFC® Schedule AL File or Schedule AL Additional File solely by its receipt thereof.


 


(h)          After
preparing the Forms 10-D and ABS-EE with respect to the Trust, the Certificate Administrator shall forward electronically copies
of such Forms 10-D and ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional
File received by the Certificate Administrator) to the Depositor for review no later than seven (7) calendar days after the related
Distribution Date or, if the 7th calendar day after the related Distribution Date is not a Business Day, the immediately
preceding Business Day. The Master Servicer shall reasonably cooperate with the Depositor to answer any questions that the Depositor
may pose to the Master Servicer regarding the data or information contained in, or omitted from, any CREFC® Schedule
AL File or Schedule AL Additional File (other than questions regarding (1) the accuracy as of the Closing Date of data that had
been included in the Initial Schedule AL File or the Initial Schedule AL Additional File or (2) changes made to such CREFC®
Schedule AL File or Schedule AL Additional File by the Certificate Administrator following receipt from the Master Servicer).
The Certificate Administrator, the Master Servicer and the Depositor 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 as soon as possible. Within four (4) Business Days after receipt of copies of such Forms 10-D and ABS-EE from
the Certificate Administrator, but no later than two (2) Business Days prior to the 15th calendar day after the related
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 Form ABS-EE, respectively, and an officer of the Depositor shall sign the
Form 10-D and Form ABS-EE with respect to the Trust and return an electronic or fax copy of each of the signed Form 10-D and Form
ABS-EE (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Upon receipt of such
signed Form 10-D and Form ABS-EE (in electronic form or by fax copy), the Certificate Administrator shall deem such reports to
be approved by the Depositor and shall proceed with filing such reports with the Commission. If a Form 10-D or Form ABS-EE with
respect to the Trust cannot be filed on time or if a previously filed Form 10-D or Form ABS-EE with respect to the Trust needs
to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.03(b) of this Agreement. Promptly
after filing with the Commission, the Certificate Administrator will make available on its internet website a final executed copy
of each Form 10-D and Form ABS-EE with respect to the Trust prepared and filed by the Certificate Administrator. The signing party
at the Depositor can be contacted at Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street, 6th Floor, New York,
New York 10013,


 






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Attention:
Richard Simpson, telecopy number: (646) 328-2943, e-mail: richard.simpson@citi.com, with a copy to Citigroup Commercial
Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Raul Orozco, telecopy number:
(347) 394-0898, e-mail: raul.d.orozco@citi.com, and with a copy to Citigroup Commercial Mortgage Securities Inc., 388 Greenwich
Street, 17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com,
or such other address as the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 10.04 related to the timely preparation and filing of Form 10-D and Form ASB-EE
with respect to the Trust is contingent upon such parties observing all applicable deadlines in the performance of their duties
under this Section 10.04. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising
out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any Form 10-D or Form ABS-EE
with respect to the Trust, where such failure results because required disclosure information was either not delivered to the
Certificate Administrator or delivered to the Certificate Administrator after the delivery deadlines set forth in this Agreement,
not resulting from its own negligence, bad faith or willful misconduct.


 


(i)          Form
10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.”
The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-D with respect to the Trust, to check
“yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished
electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the
Certificate Administrator no later than the day on which the Depositor provided its signature for such filing pursuant to Section
10.04(h) of this Agreement.


 


Section
10.05     Form 10-K Filings.  (a) Within 90 days after the end of each fiscal year of the
Trust (it being understood that the fiscal year of the Trust ends on December 31 of each year) or such earlier date as may be
required by the Exchange Act (the “10-K Filing Deadline”), commencing within 90 days after December 31, 2019,
the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-K then required by the Exchange Act, in
form and substance as then required by the Exchange Act. Each such Form 10-K with respect to the Trust shall include the following
items, in each case to the extent they have been delivered to the Certificate Administrator (in the form required by this Agreement)
within the applicable time frames set forth in this Agreement:


 


(i)           an
annual compliance statement for each Certifying Servicer and each Additional Servicer engaged by each Certifying Servicer, as
described under Section 10.08; provided that the related signature pages may be delivered separately from such compliance
statement;


 


(ii)          (A)
the annual reports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as described under Section
10.09; and


 



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(B)          if
any such report on assessment of compliance with Servicing Criteria described under Section 10.09 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance
involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy
such instance of noncompliance), or if such report on assessment of compliance with Servicing Criteria described under Section
10.09 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why
such report is not included;


 


(iii)          (A)
        the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 10.10;
and


 


(B)          if
any registered public accounting firm attestation report described under Section 10.10 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


 


(iv)         a
certification in the form attached to this Agreement as Exhibit X, with such changes as may be necessary or appropriate
as a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except
as described below, be signed by the senior officer of the Depositor in charge of securitization; provided that the related signature
pages may be delivered separately.


 


Any
disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional
Form 10-K Disclosure”) shall, pursuant to the second following paragraph, be (i) reported by the parties set forth on
Exhibit V to this Agreement to the Depositor, the Certificate Administrator and any Other Depositor and Other Exchange
Act Reporting Party to which such Additional Form 10-K Disclosure is relevant for Exchange Act reporting purposes and (ii) approved
by the Depositor and such Other Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval.


 


Not
later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor and the Trustee shall provide the other parties to this Agreement
and the Mortgage Loan Sellers with written notice of the name and address of each Servicing Function Participant retained by such
party, if any, during such fiscal year. Not later than the end of each fiscal year for which the Trust is required to file a Form
10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually
effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement,
including the name and address of any new party to this Agreement.


 


For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, no
later than March 1, commencing in March 2020, (i) the parties listed on Exhibit V to this Agreement shall be required
to provide (and (i) with respect to


 






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any Servicing
Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause
such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party
(other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Certificate Administrator,
the Depositor and each Other Exchange Act Reporting Party and Other Depositor to which the particular Additional Form 10-K Disclosure
is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or a Responsible Officer, as the case may be,
thereof has actual knowledge (other than information required by Item 1117 of Regulation AB as to such party which shall be reported
if actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in the in-house legal department
of such party), in EDGAR-Compatible Format (to the extent available to such party in such format) or in such other format as otherwise
agreed upon by the Certificate Administrator, the Depositor, each such Other Exchange Act Reporting Party, each such Other Depositor
and such providing parties, the form and substance of any Additional Form 10-K Disclosure described on Exhibit V to this
Agreement applicable to such party, (ii) the parties listed on Exhibit V to this Agreement shall include with such Additional
Form 10-K Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth
on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to
the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form
attached as Exhibit W to this Agreement, and (iii) the Depositor will approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K with respect to the Trust; provided that
any Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit V of
its obligations to provide Additional Form 10- K Disclosure that is true and accurate in all material respects and in compliance
with all applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder.
The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on
Exhibit V to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any
Additional Form 10-K Disclosure information. The Depositor will be responsible for any reasonable fees assessed and expenses incurred
by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K with respect to
the Trust pursuant to this paragraph.


 


After
preparing a Form 10-K with respect to the Trust, the Certificate Administrator shall forward electronically a preliminary copy
of such Form 10-K to the Depositor for review no later than March 15 in the year immediately following the year as to which such
Form 10-K relates, or, if March 15 is not a Business Day, on the immediately following Business Day. Within three (3) Business
Days after receipt of such copy, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes or approval to such preliminary Form 10-K. The Certificate Administrator shall provide a complete Form 10-K with
respect to the Trust to the Depositor for review no later than March 21 in the year immediately following the year as to which
such Form 10-K relates, or if March 21 is not a Business Day, on the immediately following Business Day. Within three (3) Business
Days after receipt of such complete Form 10-K, the Depositor shall notify the Certificate Administrator in writing (which may
be furnished electronically) of any changes or approval to such complete Form 10-K. No later than 5:00 p.m. (New York City time)
on the third Business Day prior to the 10-K Filing Deadline, a senior officer of the Depositor shall sign the Form 10-K with respect
to the Trust and


 






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return
an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate
Administrator. Upon receipt of such signed Form 10-K (in electronic form or by fax copy), the Certificate Administrator shall
deem such report to be approved by the Depositor and shall proceed with filing such report with the Commission. If a Form 10-K
with respect to the Trust cannot be filed on time or if a previously filed Form 10-K with respect to the Trust needs to be amended,
the Certificate Administrator will follow the procedures set forth in Section 10.03(b). Promptly after filing with the
Commission, the Certificate Administrator will make available on the Certificate Administrator’s Website a final executed
copy of each Form 10-K prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted
at Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention: Richard
Simpson, telecopy number: (646) 328-2943, e-mail: richard.simpson@citi.com, with a copy to Citigroup Commercial Mortgage
Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Raul Orozco, telecopy number: (347) 394-0898,
e-mail: raul.d.orozco@citi.com, and with a copy to Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street,
17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com,
or such other address as the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 10.05 related to the timely preparation and filing of Form 10-K with respect
to the Trust is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged
or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of their duties under this
Section 10.05. 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 Form 10-K with respect to the
Trust, where such failure results because required disclosure information was either not delivered to the Certificate Administrator
or delivered to the Certificate Administrator after the delivery deadlines set forth in this Agreement, not resulting from its
own negligence, bad faith or willful misconduct.


 


(b)          Form
10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.”
The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-K with respect to the Trust, to check
“yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished
electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the
Certificate Administrator no later than the day on which the Depositor provided its signature for such filing pursuant to Section
10.05(a) of this Agreement.


 


Section
10.06     Sarbanes-Oxley Certification. Each Form 10-K with respect to the
Trust shall include a Sarbanes-Oxley Certification in the form attached to this Agreement as Exhibit X required to be
included therewith pursuant to the Sarbanes-Oxley Act. The Certificate Administrator, the Master Servicer, the Special
Servicer, the Operating Advisor, 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 Summary), the Custodian and the Trustee shall provide (and


 






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(i) with
respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially
reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function
Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide)
to the Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization Trust (the “Certifying
Person”) no later than March 1 in the year immediately following the year as to which such Form 10-K relates or, if
March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement
as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit
Y-7 and Exhibit Y-8, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts
as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification
Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing
Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure, and upon receipt deliver to the
Certifying Person, a Sarbanes-Oxley back-up certification similar in form and substance to the certifications referenced in the
preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent
and the related Outside Trustee. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement,
or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide
a certification to the Certifying Person pursuant to this Section 10.06 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.


 


Section
10.07     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”), or if requested by the Depositor,
the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided
that the Depositor shall file the initial Form 8-K with respect to the Trust in connection with the issuance of the Certificates.
Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form
8-K Disclosure Information”) that is approved by the Depositor shall, pursuant to the following paragraph, be reported
by the applicable parties set forth on Exhibit Z to this Agreement to the Depositor, the Certificate Administrator and
each Other Depositor and Other Exchange Act Reporting Party to which such Form 8-K Disclosure Information is relevant for Exchange
Act reporting purposes, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine
or prepare any Form 8-K Disclosure Information or any Form 8-K with respect to the Trust, absent such reporting, direction and
approval.


 


For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, to the extent
a Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other than Item 1117 of Regulation AB as
to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be or
any lawyer in the in-house legal department of such party), within one (1) Business Day after the occurrence of a Reportable Event
(using commercially reasonable efforts), but in no event later than 1:00 p.m. (New York City time) on the second Business Day
after the occurrence of a Reportable Event, (i) the parties set forth on Exhibit Z to this Agreement shall be required
to


 






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provide
(and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use
commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing
Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to
provide) to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which
the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, in EDGAR-Compatible Format (to
the extent available to such party in such format) or in such other format as otherwise agreed upon by the Depositor, the Certificate
Administrator, each such Other Depositor, each such Other Exchange Act Reporting Party and such providing parties any Form 8-K
Disclosure Information described on Exhibit Z to this Agreement as applicable to such party, if applicable (ii) the parties
listed on Exhibit Z to this Agreement shall include with such Form 8-K Disclosure Information applicable to such party
and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially
reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide,
and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit W-1, and (iii) the
Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K with respect to the Trust; provided that any Depositor’s approval pursuant to this clause
(iii) shall not relieve any parties listed on Exhibit Z of its obligations to provide Form 8 K Disclosure Information
that is true and accurate in all material respects and in compliance with all applicable requirements of the Securities Act and
the Exchange Act and the rules and regulations promulgated thereunder. The Certificate Administrator has no duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit Z of their duties under this paragraph or proactively
solicit or procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable
fees assessed or expenses incurred by the Certificate Administrator in connection with including any Form 8-K Disclosure Information
on Form 8-K with respect to the Trust pursuant to this paragraph.


 


With
respect to any Loan Combination, (i) upon receipt of any notice of execution or amendment of an Outside Servicing Agreement or
an Outside Serviced Co-Lender Agreement with respect to an Outside Serviced Mortgage Loan or notice of any Reportable Event with
respect to any Outside Service Provider of an Outside Serviced Mortgage Loan, the Trustee or the Certificate Administrator, as
the case may be, shall promptly notify the Depositor of such notice and cooperate with the Depositor to prepare and file on behalf
of the Trust any Form 8-K, as required by the Exchange Act and (ii) upon the execution of any amendment to a related Co-Lender
Agreement, the Master Servicer, the Special Servicer or the Trustee, as the case may be, executing such amendment on behalf of
the Trust shall promptly notify the Depositor and the Certificate Administrator of such execution and cooperate with the Depositor
and the Certificate Administrator to prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act.


 


After
preparing any Form 8-K with respect to the Trust, the Certificate Administrator shall forward electronically a copy of the Form
8-K to the Depositor for review no later than 1:00 p.m. (New York City time) on the third Business Day after the related Reportable
Event (but in no event earlier than 24 hours after having received approved Form 8-K Disclosure Information pursuant to the immediately
preceding paragraph). Promptly, but no later than the


 






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close
of business on the third Business Day after the related Reportable Event, the Depositor shall notify the Certificate Administrator
in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than noon on the fourth
Business Day after the related Reportable Event, a duly authorized representative of the Depositor shall sign the Form 8-K with
respect to the Trust 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 with respect to the Trust cannot be filed on time or if a previously
filed Form 8-K with respect to the Trust needs to be amended, the Certificate Administrator will follow the procedures set forth
in Section 10.03(b) of this Agreement. Promptly after filing with the Commission, the Certificate Administrator will, make
available on its internet website a final executed copy of each Form 8-K with respect to the Trust, to the extent such Form 8-K
has been prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Citigroup
Commercial Mortgage Securities Inc., 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention: Richard Simpson, telecopy
number: (646) 328-2943, e-mail: richard.simpson@citi.com, with a copy to Citigroup Commercial Mortgage Securities Inc.,
390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Raul Orozco, telecopy number: (347) 394-0898, e-mail: raul.d.orozco@citi.com,
and with a copy to Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013,
Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com, or such other address
as the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of
its duties under this Section 10.07 related to the timely preparation and filing of Form 8-K with respect to the Trust
is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section 10.07.
The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare and/or timely file any Form 8-K with respect to the Trust, where such failure results from the Certificate
Administrator’s inability or failure to receive, on a timely basis, any information from the parties to this Agreement needed
to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


In
the case of a Form 8-K that is filed by or on behalf of the Trust or any Other Securitization Trust as a result of the termination,
removal, resignation or any other replacement of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or any Sub-Servicer or Subcontractor of any of the foregoing parties (to the extent such Sub-Servicer or Subcontractor is a “servicer”
as contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement, the proposed successor Master Servicer, Special Servicer,
Trustee, Certificate Administrator, Sub-Servicer or Subcontractor, as applicable, shall, as a condition to such succession and
at the reasonable expense of the same party or parties required to pay the costs and expenses relating to such termination, removal,
resignation or other replacement pursuant to this Agreement, provide to the Certificate Administrator and the Depositor on or
before the date of such proposed succession the following: (i) any information (including, but not limited to, disclosure information)
required for the Trust to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K
and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to such information that
are substantially similar to those delivered by the initial Master Servicer, the initial Special Servicer, the initial Trustee,
the initial Certificate Administrator or the initial Sub-Servicer, as the case may


 






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be,
or their respective counsel, in connection with the information concerning such party in the Prospectus and/or any other disclosure
materials relating to this Trust.


 


Section
10.08    Annual Compliance Statements. The Master Servicer, the Special Servicer, the
Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee
shall furnish (and each of the Master Servicer, the Special Servicer, the Custodian and the Certificate Administrator (i)
with respect to any Additional Servicer of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially
reasonable efforts to cause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer of
such party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) (each such Additional
Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee
(if applicable), a “Certifying Servicer”) to the Certificate Administrator, the Serviced Companion Loan
Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other
Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate
furnished by the Special Servicer and only after the occurrence and during the continuance of a Control Termination Event)
and the Depositor on or before March 1 of each year, commencing in March 2020, an Officer’s Certificate (together with
a copy thereof in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate
Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable
Certifying Servicer) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s
activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under
this Agreement, or the applicable Sub-Servicing Agreement or primary servicing agreement in the case of an Additional
Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based
on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable
Sub-Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects
throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material
respect, specifying each such failure known to such officer and the nature and status thereof. The Master Servicer and the
Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional
Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional
Servicer hired by it to, forward a copy of each such statement to, prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each such
Officer’s Certificate, the Depositor (and, in the case of a Serviced Companion Loan that is part of an Other
Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) may review each such
Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any
failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the
Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the
Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable
sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each
Certifying Servicer that serviced a Mortgage Loan or


 






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Companion
Loan during the applicable period, whether or not the Certifying Servicer is acting in such capacity at the time such Officer’s
Certificate is required to be delivered.


 


With
respect to each Outside Serviced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator
shall request, and upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer”
(as such terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside
Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s
Certificate in form and substance similar to the Officer’s Certificate described in this Section or such other form as is
set forth in the Outside Servicing Agreement.


 


Section
10.09         Annual Reports on Assessment of Compliance With Servicing Criteria. 


 


(a)          On
or before March 1 of each year commencing in March 2020, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year,
the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any
Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts
to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of
such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master
Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant
and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be,
a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders
(or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and
Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer and
only after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment
of compliance with the Relevant Servicing Criteria (together with a copy thereof in EDGAR-Compatible Format, or in such other
format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable
Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements
of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance
with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance
with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance
with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement
that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section
10.09 shall


 






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be
provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator.


 


Each
such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of
the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in
the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each
such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each
Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the
Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each
party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt,
the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the
Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of
Regulation AB.


 


(b)          On
the Closing Date, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee and the
Operating Advisor each acknowledge and agree that Exhibit O to this Agreement sets forth the Relevant Servicing Criteria
for such party.


 


(c)          No
later than the end of each fiscal year for the Trust, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during such fiscal year, the Trustee
shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party and each Other Depositor as
to the name of each Servicing Function Participant utilized by it, and the Certificate Administrator shall notify the Depositor
and each Other Depositor as to the name of each Servicing Function Participant utilized by it, during such fiscal year, and each
such notice will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared
by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian,
the Trustee (if applicable), the Operating Advisor and any Servicing Function Participant submit their assessments pursuant to
Section 10.09(a) of this Agreement, such parties will also at such time include the assessment (and related attestation
pursuant to Section 10.10 of this Agreement) of each Servicing Function Participant engaged by it. The fiscal year for
the Trust shall be January 1 through and including December 31 of each calendar year.


 


(d)          In
the event the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if it has made,
or is required to make, an Advance during the applicable period) or the Operating Advisor is terminated or resigns pursuant to
the terms of this Agreement, such party shall provide, and each such party shall cause (or, if the Servicing Function Participant
is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) any Servicing Function Participant
of such party to provide (and the Master Servicer, the Special Servicer and the Certificate Administrator shall, with respect
to any Servicing Function Participant that resigns or is terminated under any applicable servicing agreement, cause such Servicing
Function Participant (or, in the case of each


 






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Servicing
Function Participant that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing
Function Participant) to provide) an annual assessment of compliance pursuant to this Section 10.09, coupled with an attestation
as required in Section 10.10 of this Agreement with respect to the period of time that the Master Servicer, the Special
Servicer, the Certificate Administrator, the Custodian, the Trustee (if it has made, or is required to make, an Advance during
such period of time) or the Operating Advisor was subject to this Agreement or the period of time that the applicable Servicing
Function Participant was subject to such other servicing agreement.


 


With
respect to each Outside Serviced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator
shall use commercially reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment
of compliance as described in this Section and an attestation as described in Section 10.10 from the related Outside Servicer,
Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator and
in form and substance similar to the annual report on assessment of compliance described in this Section 10.09 and the attestation
described in Section 10.10.


 


Section
10.10     Annual Independent Public Accountants’ Servicing Report. On
or before March 1 of each year, commencing in March 2020, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year,
the Trustee, each at its own expense, shall cause (and each of the preceding parties, as applicable, (i) with respect to any Servicing
Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause
such Servicing Function Participant to cause, and (ii) with respect to any other Servicing Function Participant of such party
(other than any party to this Agreement), shall cause such Servicing Function Participant to cause) a registered public accounting
firm (which may also render other services to the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian,
the Trustee, 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 (together with a copy thereof in EDGAR-Compatible
Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other
Depositor, the applicable Other Exchange Act Reporting Party and the applicable party required to furnish, or cause to be furnished,
such report under this Section 10.10) to the Certificate Administrator, the Serviced Companion Loan Holders (or, in the
case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange
Act Reporting Party), the Operating Advisor (only in the case of a report furnished on behalf of the Special Servicer and only
after the occurrence and during the continuance of a Control Termination Event) and the Depositor, and, prior to the occurrence
and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider, to the effect
that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes
an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria and (ii) on the basis of an examination
conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company


 






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Accounting
Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s compliance with the Relevant Servicing
Criteria was fairly stated in all material respects, or it is not expressing an overall opinion regarding such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such
registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s
attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the Exchange
Act. Such report must be available for general use and not contain restricted use language. Copies of such statement will be provided
to any Certificateholder, upon the written request thereof, by the Certificate Administrator.


 


Promptly
after receipt of such report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the
Trustee (if applicable), the Operating Advisor or any Servicing Function Participant, (i) the Depositor and each Other Depositor
may review the report and, if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Trustee (if applicable) or the Operating Advisor as to the nature of any defaults by the Master Servicer, the
Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable), the Operating Advisor or any Servicing
Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans or the Companion
Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Certificate
Administrator’s, the Custodian’s, the Trustee’s (if applicable), the Operating Advisor’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to this
Section relates to an assessment of compliance meeting the requirements of Section 10.09 of this Agreement and notify the
Depositor of any exceptions.


 


Section
10.11     Significant Obligors


 


(a)          [Reserved]


 


(b)          With
respect to any Significant Obligor with respect to an Other Securitization Trust as to which the applicable Other Depositor
has notified the Master Servicer that such Significant Obligor with respect to such Other Securitization Trust exists, to the
extent that the Master Servicer is in receipt of the updated financial statements of such Significant Obligor for any
calendar quarter (other than the fourth calendar quarter of any calendar year), beginning with the first calendar quarter
following receipt of notice from the Other Depositor that such Significant Obligor with respect to such Other Securitization
Trust exists, or the updated financial statements of such Significant Obligor for any calendar year, beginning for the
calendar year following such notice from the Other Depositor, as applicable, the Master Servicer shall deliver to the Other
Depositor and the Other Exchange Act Reporting Party of such Other Securitization Trust, on or prior to the day that occurs
two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or four (4) 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 fourteen (14) or
more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as


 






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applicable,
such financial statements of such Significant Obligor, together with the net operating income of such Significant Obligor for
the applicable period as calculated by the Master Servicer in accordance with CREFC® guidelines and (B) if such
financial statement receipt occurs less than twelve (12) Business Days prior to the related Significant Obligor NOI Quarterly
Filing Deadline or less than fourteen (14) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, such financial statements of such Significant Obligor, together with the net operating income of such Significant
Obligor for the applicable period as reported by the related Mortgagor in such financial statements.


 


If
the Master Servicer does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1)
of Form 10-K, as the case may be, of any Significant Obligor with respect to an Other Securitization Trust by the date on which
such financial information is required to be delivered under the related Loan Documents, the Master Servicer (i) shall use efforts
consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the related Other
Depositor under the Exchange Act) to obtain the periodic financial statements of the related Mortgagor under the related Loan
Documents, (ii) shall (and shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to) retain
written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor to obtain the required
financial information, and (iii) if unsuccessful, shall, no later than five (5) Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or the related Significant Obligor NOI Yearly Filing Deadline, as applicable, forward an
Officer’s Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and Other
Depositor related to such Other Securitization Trust.


 


For
the avoidance of doubt, the Special Servicer shall be responsible for collecting the financial statements and calculating net
operating income with respect to Specially Serviced Mortgage Loans and REO Properties as provided in Section 3.03(a) and
Section 4.02(b).


 


Section
10.12     Indemnification. Each
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator,
the Custodian and the Trustee (each an “Indemnifying Party”) shall indemnify and hold harmless each Certification
Party, the Depositor, each Other Depositor, any employee, director or officer of the Depositor or any Other Depositor, and each
other person, if any, who controls the Depositor or any Other Depositor within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees
and expenses and related costs, judgments and other costs and expenses (including without limitation reasonable attorney’s
fees and expenses related to the enforcement of this indemnity and the costs of investigation, legal defense and any amounts paid
in settlement of any claim or litigation) incurred by such indemnified party arising out of: (i) the failure of any Indemnifying
Party to perform its obligations under this Article X; (ii) the failure of any Servicing Function Participant or Additional
Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations under this Article X;
(iii) any untrue statement of a material fact contained in any information (x) regarding the Indemnifying Party or any Servicing
Function Participant, Additional Servicer or Subcontractor engaged by it (other than any Mortgage Loan Seller Sub-Servicer), (y)
prepared by any such party described in clause (x) or any registered public accounting firm, attorney or other agent retained
by such party to prepare such information and (z) delivered by


 






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or
on behalf of such Indemnifying Party in connection with the performance of such Indemnifying Party’s obligations described
in this Article X, or the omission to state in any such information a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, that such Indemnifying Party shall be
entitled to participate at its own expense in any action arising out of the foregoing and the Depositor shall consult with such
Indemnifying Party with respect to any litigation or audit strategy, as applicable, in connection with the foregoing and any potential
settlement terms related thereto (provided that any such consultation shall be non-binding); (iv) negligence, bad faith or willful
misconduct on the part of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator, the Custodian or the Trustee, as applicable, in the performance of such obligations; or (v) any
Deficient Exchange Act Deliverable with respect to such Indemnifying Party.


 


In
addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate
Administrator, the Custodian and the Trustee shall cooperate (and (i) with respect to each Servicing Function Participant and
Additional Servicer of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause
such Servicing Function Participant or Additional Servicer to cooperate, and (ii) with respect to any other Servicing Function
Participant or Additional Servicer of such party, shall cause such Servicing Function Participant or Additional Servicer to cooperate)
with the Depositor or any Other Depositor, as applicable, as necessary for the Depositor or any Other Depositor, as applicable,
to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed in
any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


 


In
connection with comments provided to the Depositor or any Other Depositor from the Commission regarding (x) information delivered
by the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator,
the Custodian, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) information regarding such Affected Reporting Party, and/or (z) information prepared by such Affected Reporting
Party or any registered public accounting firm, attorney or other agent retained by such party to prepare such information, which
information is contained in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which
comments are received subsequent to the Depositor’s or any Other Depositor’s filing of such report, the Depositor
or any Other Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected
Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written response to the Commission
for inclusion in the Depositor’s or any Other Depositor’s response to the Commission, unless such Affected Reporting
Party elects, with the consent of the Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably
denied, withheld or delayed), to directly communicate with the Commission and negotiate a response and/or resolution with the
Commission; provided, if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained
by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to this paragraph. If
such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such


 






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response
and/or resolution with the Commission in a timely manner; provided, that (i) such Affected Reporting Party shall use reasonable
efforts to keep the Depositor or any Other Depositor informed of its progress with the Commission and copy the Depositor or any
Other Depositor on all correspondence with the Commission and provide the Depositor or any Other Depositor with the opportunity
to participate (at the Depositor’s or Other Depositor’s expense) in any telephone conferences and meetings with the
Commission and (ii) the Depositor or any Other Depositor shall cooperate with such Affected Reporting Party in order to authorize
such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission with respect to
any comments from the Commission relating to such Affected Reporting Party and to notify the Commission of such authorization.
The Depositor (or any Other Depositor) and the applicable Affected Reporting Party shall cooperate and coordinate with one another
with respect to any requests made to the Commission for extension of time for submitting a response or compliance. All respective
reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including reasonable legal fees
and expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection with the foregoing
(other than those costs and expenses required to be at the Depositor’s or any Other Depositor’s expense as set forth
above) and any amendments to any reports filed with the Commission related to the foregoing shall be promptly paid by the applicable
Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor, as the case may be. Each
of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian and the Trustee
shall use commercially reasonable efforts to cause any Servicing Function Participant or Additional Servicer retained by it to
comply with the foregoing by inclusion of similar provisions (or by inclusion of a reference to, and an obligation to comply with,
this paragraph) in the related sub-servicing or similar agreement.


 


The
Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Trustee and the Certificate Administrator shall
cause each Servicing Function Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any
Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts
to cause such Servicing Function Participant) to indemnify and hold harmless each Certification Party, the Depositor, each Other
Depositor, any employee, director or officer of the Depositor or any Other Depositor, and each other person, if any, who controls
the Depositor or any Other Depositor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act 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 (including without limitation reasonable attorneys’ fees and expenses related
to the enforcement of such indemnity and the costs of investigation, legal defense and any amounts paid in settlement of any claim
or litigation) incurred by such indemnified party arising out of (i) a breach of its obligations to provide any of the annual
compliance statements or annual servicing criteria compliance reports or attestation reports pursuant to the applicable sub-servicing
or primary servicing agreement, (ii) negligence, bad faith or willful misconduct on its part in the performance of such obligations,
(iii) other than in the case of the Operating Advisor, any failure by such Servicer (as defined in Section 10.02(b)) to
identify a Servicing Function Participant pursuant to Section 10.02(c), or (iv) any Deficient Exchange Act Deliverable
with respect to such Servicing Function Participant.


 






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If
the indemnification provided for in, or contemplated by, any of the preceding paragraphs of this Section 10.12 is unavailable
or insufficient to hold harmless any Certification Party, the Depositor, any Other Depositor, any employee, director or officer
of the Depositor or any Other Depositor, or any other person who controls the Depositor or any Other Depositor within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act, then the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Additional Servicer
or other Servicing Function Participant (the “Performing Party”) shall contribute to the amount paid or payable
to the indemnified party as a result of the losses, claims, damages or liabilities of the indemnified party in such proportion
as is appropriate to reflect the relative fault of the indemnified party on the one hand and the Performing Party on the other
in connection with a breach of the Performing Party’s obligations pursuant to this Article X (or breach of its obligations
under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful
misconduct in connection therewith. The Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate
Administrator shall cause each Servicing Function Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and
with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially
reasonable efforts to cause such Servicing Function Participant) to agree to the foregoing indemnification and contribution obligations.
This Section 10.12 shall survive the termination of this Agreement or the earlier resignation or removal of the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee or the Certificate Administrator.


 


Section
10.13     Amendments. This Article X may be amended by the parties hereto pursuant
to Section 12.07 of this Agreement for purposes of complying with Regulation AB, the Act or the Exchange Act and/or to
conform to standards developed within the commercial mortgage-backed securities market and the Sarbanes-Oxley Act or for purposes
of designating the Certifying Person without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations
or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement.


 


Section
10.14     Regulation AB Notices. With respect to any notice required to be delivered by
the Certificate Administrator to the Depositor pursuant to this Article X, the Certificate Administrator may deliver such
notice, notwithstanding any contrary provision in this Agreement, via facsimile and electronic mail to Citigroup Commercial Mortgage
Securities Inc., 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention: Richard Simpson, telecopy number: (646)
328-2943, e-mail: richard.simpson@citi.com, with a copy to Citigroup Commercial Mortgage Securities Inc., 390 Greenwich
Street, 5th Floor, New York, New York 10013, Attention: Raul Orozco, telecopy number: (347) 394-0898, e-mail: raul.d.orozco@citi.com,
and with a copy to Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013,
Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com, or to such other address(es),
facsimile numbers and/or electronic mail addresses as may be designated by the Depositor.


 






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Section
10.15        Termination of the Certificate Administrator. Notwithstanding anything to the
contrary contained in this Agreement, the Depositor may terminate the Certificate Administrator upon five (5) Business Days’
notice if the Certificate Administrator fails to comply with any of its obligations under this Article X; provided
that (a) such termination shall not be effective until a successor Certificate Administrator shall have accepted the appointment,
(b) the Certificate Administrator may not be terminated if (i) it cannot perform its obligations due to its failure to properly
prepare or file on a timely basis, on behalf of the Trust, any Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments
to such forms or any Form 12b-25 where such failure results from the Certificate Administrator’s inability or failure to
receive, within the exact time frames set forth in this Agreement any information, approval, direction or signature from any other
party hereto needed to prepare, arrange for execution or file any such Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments
to such forms or any Form 12b-25 not resulting from its own negligence, bad faith or willful misconduct, or (ii) following the
Certificate Administrator’s failure to comply with any of such obligations under this Article X on or prior to the
dates by which such obligations are to be performed pursuant to, and as set forth in, such Sections, the Certificate Administrator
subsequently complies with such obligations before the Depositor gives written notice to it that it is terminated in accordance
with this Section 10.15, and (c) if the Certificate Administrator’s failure to comply does not cause it to fail in
its obligations to timely file, on behalf of the Trust, the related Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, as the case
may be, by the related deadline for filing such Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, then the Depositor shall cease
to have the right to terminate the Certificate Administrator under this Section 10.15 on the date on which such Form 8-K,
Form 10-D, Form ABS-EE or Form 10-K is so filed.


 


Section
10.16        Termination of the Master Servicer or the Special
Servicer. Notwithstanding anything to the contrary contained in this Agreement, the Depositor may terminate the
Master Servicer or the Special Servicer upon five (5) Business Days’ notice if the Master Servicer or the Special
Servicer, as applicable, fails to comply with any of its respective obligations under this Article X and such failure
is not remedied within (A) one (1) Business Day in the case of a failure to comply with any obligation under Sections
10.02, 10.04, 10.07 and 10.11 or to otherwise deliver any item relating to a Reportable Event under
this Article X, or (B) five (5) Business Days in the case of a failure to comply with any obligation under this Article X
that is not described in clause (A) above; provided that such termination shall not be effective until a successor
master servicer or special servicer, as applicable, shall have accepted the appointment.


 


Section
10.17       Termination of Sub-Servicing Agreements. For so long as the Trust or any
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the Master Servicer, the Special
Servicer, the Custodian, the Certificate Administrator and the Trustee, as applicable, shall (i) cause each Sub-Servicing Agreement
(with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer)
to which it is a party to entitle the Depositor to terminate such agreement (without compensation, termination fee or the consent
of any other Person) at any time following any failure of the applicable Sub-Servicer or sub-servicer, as applicable, to deliver
any Exchange Act reporting items that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under Regulation
AB or as otherwise contemplated by this Article X and






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(ii)
promptly notify the Depositor following any failure of the applicable Sub-Servicer or sub-servicer, as applicable, to deliver
any Exchange Act reporting items that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under Regulation
AB or as otherwise contemplated by this Article X. The Depositor is hereby authorized to exercise the rights described in clause
(i) of the preceding sentence in its sole discretion. The rights of the Depositor to terminate a Sub-Servicing Agreement (with
respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) as aforesaid
shall not limit any right Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee,
as applicable, may have to terminate such Sub-Servicing Agreement or sub-servicing agreement, as applicable.


 


Section
10.18     Notification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan.


 


(a)       Any
other provision of this Article X to the contrary notwithstanding, including, without limitation, any deadlines for delivery
set forth in this Article X, in connection with the requirements contained in this Article X that provide for the
delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting Party
of any Other Securitization Trust that includes a Serviced Companion Loan, no party hereunder shall be obligated to provide any
such items to or cooperate with such Other Depositor or Other Exchange Act Reporting Party until the Other Depositor or Other
Exchange Act Reporting Party of such Other Securitization Trust has provided each party hereto with not less than 30 days written
notice (or, in each case, such shorter period as required for such Other Depositor or Other Exchange Act Reporting Party to comply
with related filing obligations, provided that (i) such Other Depositor or Other Exchange Act Reporting Party, as applicable,
has provided written notice as soon as reasonably practicable and, concurrently with such written notice, obtained verbal confirmation
of receipt of such written notice, in each case, in accordance with Section 12.04 of this Agreement and (ii) such period shall
not be less than 3 Business Days) (which shall only be required to be delivered once), (i) setting forth the contact information
for such Person(s) and, except as regards the deliveries and cooperation contemplated by Section 10.08, Section 10.09
and Section 10.10 of this Agreement, stating that such Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, and (ii) specifying in reasonable detail the information and other items not otherwise specified in this
Agreement that are requested to be delivered; provided that if Exchange Act reporting is being requested, such Other Depositor
or Other Exchange Act Reporting Party is only required to provide a single written notice to such effect; provided further,
that this notice requirement does not apply to any Serviced Companion Loan that is included in any Other Securitization as of
the Closing Date. Any reasonable cost and expense of the Master Servicer, Special Servicer, Operating Advisor, the Asset Representations
Reviewer, Custodian, Trustee and Certificate Administrator in cooperating with such Other Depositor or Other Exchange Act Reporting
Party of such Other Securitization Trust (above and beyond their expressed duties hereunder) shall be the responsibility of such
Other Depositor or Other Securitization Trust. The parties hereto shall have the right to confirm in good faith with the Other
Depositor of such Other Securitization Trust as to whether applicable law requires the delivery of the items identified in this
Article X to such Other Depositor and Other Exchange Act Reporting Party of such Other Securitization Trust prior to providing
any of the reports or other information required to be delivered under this Article X


 









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in
connection therewith and (i) upon such confirmation, the parties shall comply with the deadlines for delivery set forth in this
Article X with respect to such Other Securitization Trust or (ii) in the absence of such confirmation, the parties shall
not be required to deliver such items; provided that no such confirmation will be required in connection with any delivery
of the items contemplated by Section 10.08, Section 10.09 and Section 10.10 of this Agreement. Such confirmation
shall be deemed given if the Other Depositor or Other Exchange Act Reporting Party for the Other Securitization Trust provides
a written statement to the effect that the Other Securitization Trust is subject to the reporting requirements of the Exchange
Act and the appropriate party hereto receives such written statement. The parties hereunder shall also have the right to require
that such Other Depositor provide them with the contact details of such Other Depositor, Other Exchange Act Reporting Party and
any other parties to the Other Pooling and Servicing Agreement relating to such Other Securitization Trust.


 


(b)       Each
of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written
request given in accordance with the terms of Section 10.18(a) above, and subject to a right of the Master Servicer, Special
Servicer, the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials, permit
a holder of a related Serviced Companion Loan to use such party’s description contained in the Prospectus (updated as appropriate
by the Master Servicer, the Special Servicer, Certificate Administrator or Trustee, as applicable, at the reasonable cost of the
holder of such Serviced Companion Loan) for inclusion in the disclosure materials relating to any securitization of a Serviced
Companion Loan.


 


(c)       The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given
in accordance with the terms of Section 10.18(a) above, shall each timely provide (to the extent the reasonable cost thereof
is paid or caused to be paid by the holder of the related Serviced Companion Loan) to the Other Depositor and any underwriters
with respect to any securitization transaction that includes a Serviced Companion Loan such opinion(s) of counsel, certifications
and/or indemnification agreement(s) with respect to the updated description referred to in Section 10.18(b) with respect
to such party, substantially identical to those, if any, delivered by the Master Servicer, the Special Servicer, the Trustee or
the Certificate Administrator, as the case may be, or their respective counsel, in connection with the information concerning
such party in the Prospectus and/or any other disclosure materials relating to this Trust (updated as deemed appropriate by the
Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, or their respective legal counsel, as the
case may be). None of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be obligated
to deliver any such item with respect to the securitization of a Serviced Companion Loan if it did not deliver a corresponding
item with respect to this Trust.


 


(d)       Each
of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior written request
given in accordance with the terms of Section 10.18(a) above, shall provide (to the extent the reasonable cost thereof
is paid or caused to be paid by the applicable party set forth below in this Section 10.18(d)) to the Other Depositor and
the trustee under the Other Pooling and Servicing Agreement related to any Other Securitization Trust the following: (i) any information
(including, but not limited to, disclosure information) required for such Other Securitization Trust to comply in a timely


 



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manner
with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications
and/or indemnification agreement(s) with respect to such information that are substantially similar to those delivered by the
Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the case may be, or their respective counsel,
in connection with the information concerning such party in the Prospectus and/or any other disclosure materials relating to this
Trust.


 


In
the case of a Form 8-K that is filed by or on behalf of an Other Securitization Trust in connection with the closing of this Series
2019-B9 securitization transaction, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification
agreement(s) provided by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee,
as the case may be, pursuant to this Section 10.18(d) shall be paid or caused to be paid by the applicable Serviced Companion
Loan Holder that transferred the related Serviced Companion Loan to the related Other Depositor for inclusion in such Other Securitization
Trust.


 


In
the case of a Form 8-K that is filed by or on behalf of an Other Securitization Trust as a result of the termination, removal,
resignation or any other replacement of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator
under this Agreement, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s)
provided by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case
may be, pursuant to this Section 10.18(d) shall be paid or caused to be paid by the same party or parties required to pay
the costs and expenses relating to such termination, removal, resignation or other replacement pursuant to this Agreement.


 


Section
10.19     Termination of Exchange Act Filings With Respect to the Trust. On or prior to January
30th of the first year in which the Depositor shall provide notice to the Certificate Administrator of its ability under applicable
law, to suspend its Exchange Act filings with respect to the Trust, the Certificate Administrator shall prepare and file a Form
15 Suspension Notification relating to the suspension of reporting in respect of the Trust under the Exchange Act or any other
form necessary to be filed with the Commission to suspend such reporting obligations. With respect to any reporting period occurring
after the filing of such form, the obligations of the parties to this Agreement under Section 10.04, Section 10.05,
Section 10.06 and Section 10.07, solely insofar as they relate to the Trust, shall be suspended. The Certificate
Administrator shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed.
If, after the filing of a Form 15 Suspension Notification or other applicable form, the Depositor shall provide notice to the
Certificate Administrator that it is required to resume its Exchange Act filings with respect to the Trust, the Certificate Administrator
shall recommence preparing and filing reports on Forms 10-K, 10-D, ABS-EE and 8-K with respect to the Trust as required pursuant
to Section 10.04, Section 10.05, Section 10.06 and Section 10.07, and all parties’ obligations under
this Article X shall recommence.


 






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Article
XI



ASSET REVIEW PROVISIONS


 


Section
11.01     Asset Review.


 


(a)       On
or prior to each Distribution Date, based on the CREFC® Delinquent 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 during the related Collection Period. If an Asset Review Trigger is determined
to have occurred, the Certificate Administrator shall promptly provide notice to the Asset Representations Reviewer, the Master
Servicer, the Special Servicer and all Certificateholders. Any notice required to be delivered to the Certificateholders pursuant
to this Article XI shall be delivered by the Certificate Administrator (i) by posting such notice on the Certificate Administrator’s
Website and (ii) 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 Collection Period in which the Asset Review Trigger occurred, notice
of its determination together with 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 and/or the Special Servicer, as applicable, shall determine whether (1) any additional Mortgage Loan has become a Delinquent
Loan, (2) any Mortgage Loan has ceased to be a Delinquent 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 such information in a written notice (which may be via email) in the form of Exhibit LL 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% of the aggregate Voting Rights of the Certificates deliver to the Certificate Administrator,
within 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 (an “Asset Review Vote Election”), then the Certificate Administrator shall
promptly provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders and conduct a solicitation
of votes in accordance with Section 5.12 regarding whether to authorize an Asset Review. In the event there is an affirmative
vote to authorize an Asset Review by Holders of Certificates evidencing at least a majority of an Asset Review Quorum within 150
days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator
shall promptly provide written notice thereof (the “Asset Review Notice”) to all parties to this Agreement,
the Underwriters, the Mortgage Loan Sellers, the Directing Holder, the Risk Retention Consultation Parties and the other Certificateholders
(such notice to Certificateholders to be effected by posting such notice on the Certificate Administrator’s Website and
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


 






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the
case of Book-Entry Certificates). 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 KK. Upon receipt of such certification, the Certificate Administrator shall grant the Asset Representations
Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period
following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review
and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage
Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as
a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has received an Asset Review Vote
Election within 90 days after the filing of a Form 10-D reporting the occurrence of the events described in clauses (A) and (B)
in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described
in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no
Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence.
Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such vote will
be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer
any vote in connection with the foregoing through an agent.


 


(b)          (i)
Upon receipt from the Certificate Administrator of an Asset Review Notice with respect to a Delinquent Mortgage Loan, the Custodian
(with respect to clauses (1) – (5) below for all of the Mortgage Loans), the Master Servicer (with respect
to clause (6) below for Non-Specially Serviced Loans) and the Special Servicer (with respect to clause (6) below
for Specially Serviced Loans) shall promptly (but (except with respect to clause (6)) in no event later than ten (10) Business
Days after receipt of such notice from the Certificate Administrator) provide, in electronic format, the following materials for
such Delinquent Loan, in each case to the extent in such party’s possession, to the Asset Representations Reviewer (collectively,
with the Diligence Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.09, 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 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 Loan that is subject to an Asset Review;


 


(3)      
a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 






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(4)          a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
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 Loan that is subject to an Asset Review; and


 


(6)          any
other related documents that are required to be part of the Review Materials and requested to be delivered by the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the Asset
Representations Reviewer pursuant to clause (vii) below of this Section 11.01(b).


 


(ii)       Notwithstanding
the foregoing, the Mortgage Loan Seller will not be required to deliver any information that is proprietary to the Mortgage Loan
Seller or any draft documents, privileged or internal communications, credit underwriting or due diligence analysis.


 


(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 conducted pursuant to
this Section 11.01 (any such information, “Unsolicited Information”).


 


(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 Loan, the Asset Representations Reviewer, as an independent contractor, shall commence
a review of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent 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 Loan in accordance
with the Asset Review Standard and the procedures set forth on Exhibit JJ (each such procedure, a “Test”).
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 Loan or again become a Delinquent 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)       No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not
be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 






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(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
connection with an Asset Review, the Asset Representations Reviewer shall comply with the following procedures with respect to
each Delinquent Loan:


 


(A)       Within
10 Business Days after the date on which the Review Materials identified in clauses (i) through (v) of the definition of “Review
Materials” have been received by the Asset Representations Reviewer with respect to such Delinquent Loan or in any event
within 15 days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer by the
Certificate Administrator, in the event that the Asset Representations Reviewer reasonably determines that any Review Materials
made available or delivered to the Asset Representations Reviewer are missing any documents required to complete any Test for
such Delinquent Loan, the Asset Representations Reviewer shall promptly notify the Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing documents,
and request that the Master Servicer or the Special Servicer, as applicable, promptly (but in no event later than 10 Business
Days after receipt of notification from the Asset Representations Reviewer) deliver to the Asset Representations Reviewer such
missing documents 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 12.04 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 the Mortgage Loan Seller will be required under the related Mortgage Loan Purchase Agreement to deliver any
such missing documents only to the extent such documents are in the possession of the Mortgage Loan Seller; and provided,
further, that the Mortgage Loan Seller will not be required to provide any documents that are proprietary to the related
originator or the Mortgage Loan Seller or any draft documents, privileged or internal communications, credit underwriting or due
diligence analysis.


 


(B)       Following
the events in clause (A) above, and within 45 days after the date on which access to the Secure Data Room is provided to the
Asset Representations Reviewer by the Certificate Administrator, the Asset Representations Reviewer shall prepare a
preliminary report with respect to such Delinquent Loan setting forth (i) the preliminary results of the application of the
Tests, (ii) if applicable, whether the Review Materials for such Delinquent Loan are insufficient to complete any Test, (iii)
a list of any applicable missing documents together with the reasons why such missing documents are necessary to complete any
Test, and (iv) (if the Asset


 






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Representations
Reviewer has so concluded) whether the absence of such documents will be deemed to be a failure of such Test (collectively, the
“Preliminary Asset Review Report”). The Asset Representations Reviewer shall provide each Preliminary Asset
Review Report to the Special Servicer, who shall promptly, but in no event later than 10 Business Days of receipt thereof, provide
the Preliminary Asset Review Report to the applicable Mortgage Loan Seller. The Asset Representations Reviewer shall include the
following statement in the related correspondence when providing each Preliminary Asset Review Report to the Special Servicer:
“This is a Preliminary Asset Review Report regarding an Asset Review under Section 11.01 of the Pooling and Servicing Agreement
relating to the Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9, requiring action
by you as the recipient of such Preliminary Asset Review Report. You are required to deliver the Preliminary Asset Review Report
to the applicable Mortgage Loan Seller no later than 10 Business Days after receipt of the Preliminary Asset Review Report.”
If the Preliminary Asset Review Report indicates that any of the representations and warranties fails or is deemed to fail any
Test, the applicable Mortgage Loan Seller shall have 90 days from its receipt of the Preliminary Asset Review Report (the “Cure/Contest
Period”) to remedy or otherwise refute the failure. The applicable Mortgage Loan Seller will be required under the related
Mortgage Loan Purchase Agreement to provide to the Special Servicer and the Asset Representations Reviewer any documents or any
explanations to support (i) a conclusion that a subject representation and warranty has not failed a Test or (ii) a claim that
any missing documents in the Review Materials are not required to complete a Test.


 


(C)       Within
the later of (x) 60 days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer
by the Certificate Administrator, and (y) 10 Business Days after the expiration of the Cure/Contest Period, the Asset Representations
Reviewer shall complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report, substantially in the form
attached hereto as Exhibit HH, 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, together with 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, the related Mortgage Loan Seller and the
Controlling Class Representative (if such Delinquent Loan is not an Excluded Mortgage Loan), and (ii) a summary of the Asset Representations
Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”) , substantially
in the form attached hereto as Exhibit II, to the Trustee and Certificate Administrator (who shall include such Asset Review Report
Summary in the Form 10-D relating to the Collection Period in which such Asset Review Report Summary is received and post such
Asset Review Report Summary on the Certificate Administrator’s Website in accordance with Section 10.04(e)). The
period of time by which the


 






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Asset Review Report must be completed and delivered may be extended by up to an additional 30 days,
upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller(s), 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 Loan(s) and/or the Mortgaged Property or Mortgaged Properties. In addition, in the event that the Asset Representations
Reviewer does not receive any documentation that it requested from the Master Servicer (with respect to Performing Serviced Loans),
the Special Servicer (with respect to Specially Serviced Loans) or the applicable 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 documents received by the Asset Representations Reviewer with
respect to the related Delinquent Loan, and the Asset Representations Reviewer shall have no responsibility to independently obtain
any such documents from any party to this or otherwise.


 


(viii)    Within
thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer shall determine,
based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the Enforcing Servicer
determines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations of the related Mortgage Loan Seller
with respect to such Material Defect in accordance with Section 2.03(a).


 


(ix)       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 the responsibility
of the Enforcing Servicer pursuant to Section 2.03(a) or Section 11.01(b)(viii) of this Agreement.


 


(c)       The
Asset Representations Reviewer and its Affiliates shall keep confidential any Privileged Information received from any party to
this Agreement or any Sponsor (including, without limitation, in connection with the review of the Mortgage Loans) and 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. In addition, the Asset Representations Reviewer shall keep all documents and information
received by the Asset Representations Reviewer in connection with an Asset Review that are provided by the applicable Mortgage
Loan Seller, the Master Servicer and the Special Servicer confidential and shall not disclose such documents except for purposes
of complying with its duties and obligations hereunder.


 



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(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 11.01; provided that no agent
or subcontractor may (i) be affiliated with any Mortgage Loan Seller, Master Servicer, 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, Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Controlling Class Representative or any of their respective Affiliates in connection with due
diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence,
the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder in accordance
with the provisions of this Agreement without diminution of such obligation or liability or related obligation or liability by
virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor
to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were performing its
obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement with any agent
or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor, and nothing
contained in this Agreement shall be deemed to limit or modify such indemnification.


 


(e)       With
respect to any Delinquent Loan that is an Outside 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 Outside Servicer (if such Outside Serviced Mortgage Loan is being serviced
by an Outside Servicer) or the related Outside Special Servicer (if such Outside Serviced Mortgage Loan is being serviced by an
Outside Special Servicer), the related Outside Trustee and the related Outside Certificate Administrator (and, in each case, such
other party as contemplated under the related Outside Servicing Agreement or related Co-Lender Agreement).


 



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Section
11.02     Payment of Asset Representations Asset Review Fee and Expenses; Limitation of Liability.


 


(a)       As
compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid as an ongoing fee (the
“Asset Representations Reviewer Ongoing Fee”), payable monthly from amounts received in respect of each Mortgage
Loan (including any Outside Serviced Mortgage Loan), and for any Distribution Date an amount accrued during the related Interest
Accrual Period at 0.00034% per annum (the “Asset Representations Reviewer Ongoing Fee Rate”) on, in
the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution
Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in such Interest
Accrual Period, and shall be calculated on the same interest accrual basis as such Mortgage Loan and prorated for any partial
periods. The Asset Representations Reviewer Ongoing Fee shall be payable from amounts on deposit in the Collection Account as
set forth in Section 3.06(a).


 


(b)       Upon
the completion of an Asset Review with respect to each Delinquent Loan and receipt by the related Mortgage Loan Seller of a written
invoice from the Asset Representations Reviewer, the related Mortgage Loan Seller is required under the related Mortgage Loan
Purchase Agreement to pay to the Asset Representations Reviewer within forty-five (45) days after such written invoice a fee (the
“Asset Representations Reviewer Asset Review Fee”) that is equal to the sum of: (i) $15,000 multiplied by the
number of Delinquent Loans subject to any Asset Review (for purposes of this Section 11.02(b), the “Subject Loans”),
plus (ii) $1,500 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus
(iii) $2,000 per Mortgaged Property relating to a Subject Loan subject to a Ground Lease, plus (iv) $1,000 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 annual adjustments on the basis of the year-end Consumer Price Index for All
Urban Consumers or, if the Consumer Price Index for All Urban Consumers is no longer calculated, another similar index for the
year of the Closing Date and for the year in which the related Asset Review Notice is given. The Asset Representations Reviewer
Asset Review Fee with respect to each Delinquent Loan shall be paid by the related Mortgage Loan Seller; provided, however,
that if (1) the related Mortgage Loan Seller is insolvent or (2) at any time after the outstanding Certificate Balances of the
Control Eligible Certificates have been reduced to zero as a result of the allocation of Realized Losses to such Certificates,
the related Mortgage Loan Seller fails to pay such amount within 90 days following receipt of the Asset Representations Reviewer’s
invoice, then such fee shall be paid by the Trust Fund following delivery by the Asset Representations Reviewer of evidence reasonably
satisfactory to the Special Servicer of such insolvency or failure to pay such amount; and provided, further, that
notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer, such fee will remain an obligation
of the related Mortgage Loan Seller, and the Special Servicer shall determine whether to pursue (and, if it determines to do so,
shall pursue) remedies against such Mortgage Loan Seller or its insolvency estate to recover any such amounts to the extent paid
by the Trust. If paid by the Trust Fund as described in the immediately preceding sentence, the Asset Representations Reviewer
Asset Review Fee with respect to each Delinquent Loan shall be payable from funds on deposit in the Collection Account as set
forth in Section 3.06(a).


 



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(c)       Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the
Purchase Price for any such Delinquent Loan that was the subject of a completed Asset Review that is repurchased by a Mortgage
Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations Reviewer or
the Trust, as the case may be, for such fees pursuant to Section 11.02(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
11.03     Resignation of the Asset Representations Reviewer.      
The Asset Representations Reviewer may resign and be discharged from its obligations hereunder by giving written notice thereof
to the other parties to this Agreement and each Rating Agency. In addition, the Asset Representations Reviewer shall at all times
be an Eligible Asset Representations Reviewer, and shall resign if it fails to be an Eligible Asset Representations Reviewer (and
such failure results in an Asset Representations Reviewer Termination Event) by giving written notice to the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Holder. Upon
such notice of resignation, the Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible
Asset Representations Reviewer. No resignation of the Asset Representations Reviewer will be effective until a successor Asset
Representations Reviewer that is an Eligible Asset Representations Reviewer has been appointed and accepted the appointment. If
no successor Asset Representations Reviewer shall have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Asset Representations Reviewer may petition any court of competent jurisdiction
for the appointment of a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The Asset
Representations Reviewer shall bear all costs and expenses of each party hereto and each Rating Agency in connection with its
resignation and the transfer of its duties.


 


Section
11.04     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
11.05     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


 






    -461-


     


    

 


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 any 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 is given to the Asset Representations
Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders of Certificates having greater
than 25% of the aggregate Voting Rights; provided, however, that with respect to any such failure which is not curable
within such 30-day period, the Asset Representations Reviewer will have an additional cure period of 30 days to effect such cure
so long as it has commenced to cure such failure within the initial 30-day period and has provided the Trustee and the Certificate
Administrator with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to pursue, such
cure;


  


(ii)       any
failure by the Asset Representations Reviewer to perform its obligations hereunder 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 written notice
of such failure is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)       any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days;


 


(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.


 






    -462-


     


    

  


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 (and simultaneously deliver
such written notice to the Asset Representations Reviewer) in accordance with the notice distribution procedures described in
Section 11.01(a), unless the Certificate Administrator has received written notice that such Asset Representations Reviewer
Termination Event has been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and
every such case, so long as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee
(i) may or (ii) upon the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights (without
regard to the application of any Appraisal Reduction Amounts), 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 Certificates evidencing not less than 25% of the Voting Rights (without regard to the
application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer
with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment by
such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice of such requested
vote to the Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on the Certificate Administrator’s
Website, and (ii) mailing such notice to all Certificateholders at their addresses appearing in the Certificate Register and to
the Asset Representations Reviewer. Upon the affirmative vote of the Holders of Certificates evidencing at least 75% of the Voting
Rights allocable to the Certificates of those Holders that exercise their right to vote (provided that Holders representing the
applicable Certificateholder Quorum exercise their right to vote within 180 days of the initial request for a vote (which, for
the avoidance of doubt, is the date on which the aforementioned notice was mailed to the Certificateholders)), the Trustee shall
terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other than any rights
or obligations that accrued prior to the date of such termination and other than indemnification rights arising out of events
occurring prior to such termination) by notice in writing to the Asset Representations Reviewer and appoint the proposed successor.
As between the Asset Representations Reviewer, on the one hand, and the Certificateholders, on the other, the Certificateholders
shall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Asset Representations
Reviewer. In the event that Holders of the Certificates entitled to at least 75% of a Certificateholder Quorum elect to remove
the Asset Representations Reviewer without cause and appoint a successor, the successor asset


 






    -463-


     


    

 





representations reviewer shall 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 11.05,
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 30 days
after (1) the Asset Representations Reviewer resigns pursuant to Section 11.03 of this Agreement or (2) the Trustee delivers
such written notice of termination to the Asset Representations Reviewer, the Depositor (in the case of a resignation of the Asset
Representations Reviewer pursuant to Section 11.03) or the Trustee (in the case of a termination of the Asset Representations
Reviewer pursuant to Section 11.05(b)), as applicable, 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 Directing Holder and each
Certificateholder within one Business Day of such appointment. 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, but not obligated, 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.


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer. If the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and
the Directing Holder of such disqualification and, if an Asset Representations Reviewer Termination Event occurs as a result,
immediately resign under Section 11.03 of this Agreement, and a successor asset representations reviewer shall be appointed
in accordance with Section 11.03.


 


(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, each Rating Agency and, prior to the occurrence and continuance of a Consultation Termination
Event, the Controlling Class Representative. 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).


 



    -464-


     


    

 





Article
XII



MISCELLANEOUS PROVISIONS


 


Section
12.01     Counterparts. This
Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page
of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually
executed original counterpart of this Agreement.


 


Section
12.02     Limitation on Rights of Certificateholders. The
death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.


 


No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners
or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action
taken by the parties to this Agreement pursuant to any provision hereof.


 


No
Certificateholder shall have any right to institute any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement, any Mortgage Loan or Serviced Loan Combination, unless such Holder previously shall have given to the Trustee
a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of at least
25% of the Voting Rights of any Class of Certificates affected thereby shall have made written request upon the Trustee (with
a copy to the Certificate Administrator) to institute such action, suit or proceeding in its own name as Trustee hereunder and
shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding. It is understood and intended, and expressly covenanted
by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates of any
Class shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Holders of Certificates of such Class. For the protection and enforcement of the provisions of this
Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in
equity.


 


Section
12.03     Governing Law. THIS
AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS


 



    -465-


     


    

 





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 SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.


 


Section
12.04     Notices. Unless
otherwise specifically provided in this Agreement, any communications provided for or permitted hereunder shall be in writing
and, unless otherwise expressly provided herein, shall be deemed to have been duly given if (a) personally delivered, (b) mailed
by registered mail, postage prepaid (except for notices to the Trustee or the Certificate Administrator which shall be deemed
to have been duly given only when received), (c) sent by nationally recognized express courier delivery service and received by
the addressee, (d) transmitted by facsimile transmission (or any other type of electronic transmission agreed upon by the parties)
and received by the addressee or (e) only with respect to any addressee of any party for which an electronic mail address is set
forth below, sent by electronic mail (provided, however, any notice provided by electronic mail shall not be considered
delivered until receipt of such electronic mail is confirmed by the addressee), to the applicable party at the following address(es),
or as to each such Person such other address or e-mail address as may hereafter be furnished by such Person to the parties hereto
in writing:


 


		(i)	in
                                         the case of the Depositor:



 





Citigroup
Commercial Mortgage Securities Inc.





388
Greenwich Street, 6th Floor





New
York, New York 10013 


Attention:
Richard Simpson


 Fax
number: (646) 328-2943


 


with
a copy to:


 


Citigroup
Commercial Mortgage Securities Inc.





390
Greenwich Street, 5th Floor





New
York, New York 10013





Attention:
Raul Orozco





Fax
number: (347) 394-0898


 


with
a copy to:


 


Citigroup
Commercial Mortgage Securities Inc.





388
Greenwich Street, 17th Floor





New
York, New York 10013


Attention: Ryan M. O’Connor 


Fax
number: (646) 862-8988


 



    -466-


     


    

 





with
electronic copies e-mailed to: 


 


Richard
Simpson at richard.simpson@citi.com and





Ryan
M. O’Connor at ryan.m.oconnor@citi.com


 


		(ii)	in
                                         the case of the Master Servicer:



 


Wells
Fargo Bank, National Association, 


Commercial
Mortgage Servicing, 


Three
Wells Fargo, 


401
South Tryon Street, 8th Floor 


MAC
D1050-084 


Charlotte,
North Carolina 28202 


Attention:
CGCMT 2018-C6 Asset Manager 


Fax
number: (704) 715-0036 


Email:
commercial.servicing@wellsfargo.com


 


with
a copy to:


 


Wells
Fargo Bank, National Association 


Legal
Department 


301
South College Street, TW-30, D1053-300 


Charlotte,
North Carolina 28202-6000 


Attention:
Commercial Mortgage Servicing Legal Support 


Fax
number: (704) 383-3663


 


with
a copy to:


 


K&L
Gates LLP 


Hearst
Tower 


214
North Tryon Street 


Charlotte,
North Carolina 28202 


Attention:
Stacy G. Ackermann 


Fax
number: (704) 353-3190


 


and
with respect to e-mail pursuant to Section 12.06 and Section 12.13 of this Agreement, to:


 


RAInvRequest@wellsfargo.com


 


and
with respect to any investor inquiry, to:


 


REAM_InvestorRelations@wellsfargo.com


 






    -467-


     


    

 


 


		(iii)	in
                                         the case of the Special Servicer:



 


LNR
Partners, LLC 


1601
Washington Avenue, Suite 700 


Miami
Beach, Florida 33139 


Attention:
Heather Bennett and Job Warshaw 


Fax
number: (305) 695-5601 


Email:
hbennett@starwood.com, jwarshaw@lnrpartners.com and 

lnr.cmbs.notices@lnrproperty.com


 


or
with respect solely to emails required pursuant to Section 12.06 and Section 12.13 of this Agreement to Inquiries@lnrproperty.com;


 


		(iv)	in
                                         the case of the Certificate Administrator:



 


Citibank,
N.A. 


388
Greenwich Street 


New
York, New York 10013 


Attention:
Citibank Agency & Trust – BMARK 2019-B9 


Fax
number: (212) 816-5527


 


and
with respect to e-mail pursuant to this Agreement, at ratingagencynotice@citi.com


 


		(v)	in
                                         the case of the Trustee:



 


Wilmington
Trust, National Association 


1100
North Market Street 


Wilmington,
Delaware 19890 


Attention:
CMBS Trustee – BMARK 2019-B9 


Fax
number: (302) 636-4140 


Email:
cmbstrustee@wilmingtontrust.com


 


		(vi)	in
                                         the case of each of the Asset Representations Reviewer and the Operating Advisor:



 


Park
Bridge Lender Services LLC 


600
Third Avenue, 40th Floor 


New
York, New York 10016 


Attention:
BMARK 2019-B9 – Surveillance Manager


 


with
copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com, and with respect to e-mail pursuant to
Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com


 


		(vii)	in
                                         the case of the Rating Agencies:



 






    -468-


     


    

 


		(A)	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


 


		(B)	Fitch
Ratings, Inc.





33
Whitehall Street 


New
York, New York 10004 


Attention:
Commercial Mortgage Surveillance Group 


Fax
number: (212) 635-0295 


E-mail:
Info.cmbs@fitchratings.com


 


		(C)	DBRS,
Inc.






333
West Wacker Drive, Suite 1800 


Chicago,
Illinois 60606 


Attention:
CMBS Surveillance 


Fax
number: (312) 332-3492 


Email:
cmbs.surveillance@dbrs.com


 


		(D)	Kroll
Bond Rating Agency, Inc.





845
Third Avenue, 4th Floor 


New
York, New York 10022 


Attention:
CMBS Surveillance 


E-mail:
cmbssurveillance@kbra.com


 


		(viii)	in
                                         the case of the Mortgage Loan Sellers:



 


Citi
Real Estate Funding Inc. 


388
Greenwich Street, 6th Floor 


New
York, New York 10013 


Attention:
Richard Simpson 


Fax
number: (646) 328-2943


 


with
a copy to:


 


Citi
Real Estate Funding Inc. 


390
Greenwich Street, 5th Floor 


New
York, New York 10013 


Attention:
Raul Orozco 


Fax
number: (347) 394-0898


 


with
a copy to:


 


Citi
Real Estate Funding Inc. 


388
Greenwich Street, 17th Floor


 






    -469-


     


    

 


New
York, New York 10013 


Attention:
Ryan M. O’Connor 


Fax
number: (646) 862-8988


 


with
copies by electronic mail to:


 


Richard
Simpson at richard.simpson@citi.com 


Ryan
M. O’Connor at ryan.m.oconnor@citi.com 


and,
in the case of each Rule 15Ga 1 Notice, cmbs.notice@citi.com


 


		(A)	JPMorgan
                                         Chase Bank, National Association






383
Madison Avenue, 31st Floor 


New
York, New York 10179 


Attention:
Kunal K. Singh 


Email:
US_CMBS_Notice@jpmorgan.com


 


		(B)	German
                                         American Capital Corporation






60
Wall Street 


New
York, New York 10005 


Attention:
Lainie Kaye 


 


with
a copy by electronic mail to lainie.kaye@db.com and to cmbs.requests@db.com


 


		(ix)	in
                                         the case of the Underwriters:



 


		(A)	Citigroup
                                         Global Markets Inc.






388
Greenwich Street, 6th Floor 


New
York, New York 10013 


Attention:
Richard Simpson 


Fax
number: (646) 328-2943


 


with
a copy to:


 


Citigroup
Global Markets Inc. 


390
Greenwich Street, 5th Floor 


New
York, New York 10013 


Attention:
Raul Orozco 


Fax
number: (347) 394-0898


 


with
a copy to:


 


Citigroup
Global Markets Inc. 


388
Greenwich Street, 17th Floor 


New
York, New York 10013 


Attention:
Ryan M. O’Connor 


Fax
number: (646) 862-8988


 






    -470-


     


    

 


with
copies by electronic mail to:


 


Richard
Simpson at richard.simpson@citi.com and 


Ryan
M. O’Connor at ryan.m.oconnor@citi.com


 


		(B)	J.P.
Morgan Securities LLC






383
Madison Avenue, 8th Floor 


New
York, New York 10179 


Fax
number: (212) 834-6754 


Email:
ABS_Synd@jpmorgan.com


 


with
a copy to:


 


383
Madison Avenue, 32nd Floor 


New
York, New York 10179 


Attention:
Bianca A. Russo 


Email:
US_CMBS_Notice@jpmorgan.com


 


		(C)	Deutsche
Bank Securities Inc.






60
Wall Street 


New
York, New York 10005 


Attention:
Lainie Kaye 


 


with
a copy by electronic mail to lainie.kaye@db.com


 


		(D)	Academy
Securities, Inc.






140
East 45th Street, 5th Floor 


New
York, New York 1004 


Attention:
Michael Boyd 


 


with
a copy by electronic mail to cmbs@academysecurities.inc


 


		(E)	The
Williams Capital Group, L.P.






650
Fifth Avenue, 9th Floor 


New
York, New York 10019 


Attention:
Compliance Department 


 


with
a copy by electronic mail to compliance@willcap.com


 


		(x)	in
                                         the case of the Initial Purchasers:



 


		(A)	Citigroup
Global Markets Inc.






388
Greenwich Street, 6th Floor 


New
York, New York 10013


 






    -471-


     


    

 


Attention:
Richard Simpson 


Fax
number: (646) 328-2943


 


with
a copy to:


 


Citigroup
Global Markets Inc. 


390
Greenwich Street, 5th Floor 


New
York, New York 10013 


Attention:
Raul Orozco 


Fax
number: (347) 394-0898


 


with
a copy to:


 


Citigroup
Global Markets Inc. 


388
Greenwich Street, 17th Floor 


New
York, New York 10013 


Attention:
Ryan M. O’Connor 


Fax
number: (646) 862-8988


 


with
copies by electronic mail to:


 


Richard
Simpson at richard.simpson@citi.com and 


Ryan
M. O’Connor at ryan.m.oconnor@citi.com


 


		(B)	J.P.
Morgan Securities LLC






383
Madison Avenue, 8th Floor 


New
York, New York 10179 


Fax
number: (212) 834-6754 


Email:
ABS_Synd@jpmorgan.com


 


with
a copy to:


 


383
Madison Avenue, 32nd Floor 


New
York, New York 10179 


Attention:
Bianca A. Russo 


Email:
US_CMBS_Notice@jpmorgan.com


 


		(C)	Deutsche
Bank Securities Inc.






60
Wall Street 


New
York, New York 10005 


Attention:
Lainie Kaye


 


with
a copy by electronic mail to lainie.kaye@db.com


 


		(D)	Academy
Securities, Inc.






140
East 45th Street, 5th Floor


 






    -472-


     


    

 


New
York, New York 1004 


Attention:
Michael Boyd


 


with
a copy by electronic mail to cmbs@academysecurities.inc


 


		(E)	The
Williams Capital Group, L.P.






650
Fifth Avenue, 9th Floor 


New
York, New York 10019 


Attention:
Compliance Department 


with
a copy by electronic mail to compliance@willcap.com


 


		(xi)	in
                                         the case of the initial Controlling Class Representative:



 


Prime
Finance Long Duration (B-Piece) II, L.P. 


c/o
Prime Finance 


1330
Avenue of the Americas 


Suite
2700 


New
York, New York 10019 


Attention:
Jon W. Brayshaw and Luke Dann


 


with
a copy to:


 


Polsinelli 


900
West 48th Place 


Suite
900 


Kansan
City, Missouri 64112 


Attention:
Kraig Kohring 


Facsimile
number: (816) 753-1536


 


		(xii)	in
the case of the initial VRR1 Risk Retention Consultation Party:



 


Citi
Real Estate Funding Inc. 


388
Greenwich Street, 6th Floor 


New
York, New York 10013 


Attention:
Richard Simpson 


Fax
number: (646) 328-2943


 


with
a copy to:


 


Citi
Real Estate Funding Inc. 


390
Greenwich Street, 5th Floor 


New
York, New York 10013 


Attention:
Raul Orozco 


Fax
number: (347) 394-0898


 






    -473-


     


    

 


with
a copy to:


 


Citi
Real Estate Funding Inc. 


388
Greenwich Street, 17th Floor 


New
York, New York 10013 


Attention:
Ryan M. O’Connor 


Fax
number: (646) 862-8988


 


with
electronic copies e-mailed to:


 


Richard
Simpson at richard.simpson@citi.com and 


Ryan
M. O’Connor at ryan.m.oconnor@citi.com.


 


		(xiii)	in
the case of the initial VRR2 Risk Retention Consultation Party:



 


German
American Capital Corporation 


60
Wall Street 


New
York, New York 10005 


Attention:
Lainie Kaye


 


with
a copy by electronic mail to lainie.kaye@db.com and to cmbs.requests@db.com


 


		(xiv)	in
the case of the initial VRR3 Risk Retention Consultation Party:



 


JPMorgan
Chase Bank, National Association 


383
Madison Avenue, 31st Floor 


New
York, New York 10179 


Attention:
Kunal K. Singh 


Email:
US_CMBS_Notice@jpmorgan.com


 


Any
communication required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed
first class, postage prepaid, to the address of such Holder as shown in the Certificate Register. Any communication required or
permitted to be delivered to a Certificate Owner shall be deemed to have been duly given to the extent delivered through the Depository.
Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice. Notwithstanding anything contained in this Section 12.04 to the contrary,
nothing in this Section 12.04 shall constitute consent by any party hereto to service of process upon such party by facsimile
transmission, electronic mail or any other type of electronic transmission.


 


The
obligation of any party to this Agreement to deliver any notices, reports or other information to any Other Depositor, Other
Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider shall be effective in each case only to
the extent such party to this Agreement has received notice of the identity and contact information of such Other Depositor,
Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information




 






    -474-


     


    

 


Provider,
as applicable. Any such party may conclusively rely on the name and contact information provided by the related Other Depositor,
Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable, and shall be entitled
to assume that the identity and contact information for such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee
or Other 17g-5 Information Provider, as applicable, has not changed, absent receipt of written notice from such Other Depositor,
Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, or a replacement thereof under the
applicable Other Pooling and Servicing Agreement, of a change with respect to the identity and contact information for such Other
Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, or a replacement thereof
under the applicable Other Pooling and Servicing Agreement, as applicable.


 


Section
12.05     Severability of Provisions.  If any one or more of the covenants, agreements, provisions
or terms of this Agreement shall be for any reason whatsoever held invalid, then, to the extent permitted by applicable law, such
covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms
of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof.


 


Section
12.06     Notice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency.


 


(a)       The
Certificate Administrator shall use its best efforts to promptly prepare a written notice, and provide such notice by e-mail to
the Rule 17g-5 Information Provider (if the Certificate Administrator is for any reason not the Rule 17g-5 Information Provider)
and the Depositor, with respect to each of the following items of which a Responsible Officer of the Certificate Administrator
has actual knowledge, and the Rule 17g-5 Information Provider shall upload such notice to the Rule 17g-5 Information Provider’s
Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day
by 12:00 p.m. and shall, promptly following the posting of such notice to the Rule 17g-5 Information Provider’s Website,
notify, or cause the notification of, each Registered Rating Agency (other than any Registered Rating Agency that has indicated
to the Rule 17g-5 Information Provider of its election to not receive such notification) by electronic mail of the posting of
such notice, which electronic mail may be automatically generated by the Rule 17g-5 Information Provider’s Website:


 


(i)        any
material change or amendment to this Agreement;


 


(ii)        the
occurrence of any Servicer Termination Event that has not been cured;


 


(iii)       the
merger, consolidation, resignation or termination of the Master Servicer, Special Servicer, the Trustee or the Certificate Administrator
or any Outside Servicer, Outside Special Servicer or Outside Trustee;


 


(iv)       the
repurchase of, or substitution of, Mortgage Loans pursuant to Section 2.03;


 






    -475-


     


    

 


(v)       the
final payment to any Class of Certificateholders;


 


(vi)       any
change in the location of the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution
Account or any Distribution Account;


 


(vii)     any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer; and


 


(viii)    any
change in the lien priority of a Mortgage Loan.


 


(b)       The
Master Servicer or the Special Servicer shall promptly furnish by e-mail (or any other form of electronic delivery reasonably
acceptable to the Master Servicer or the Special Servicer, as applicable, and the Rule 17g-5 Information Provider) to the Rule
17g-5 Information Provider and the Depositor copies of the following (to the extent not already delivered or made available pursuant
to the terms of this Agreement), and the Rule 17g-5 Information Provider shall upload such documents to the Rule 17g-5 Information
Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the
next Business Day by 12:00 p.m., and the Rule 17g-5 Information Provider shall, promptly following the posting of such documents
to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency (other
than any Registered Rating Agency that has indicated to the Rule 17g-5 Information Provider of its election to not receive such
notification) by electronic mail of the posting of such documents, which electronic mail may be automatically generated by the
Rule 17g-5 Information Provider’s Website:


 


(i)        each
of its annual statements as to compliance described in Section 10.08 of this Agreement;


 


(ii)       each
of its annual reports on assessment of compliance with servicing criteria described in Section 10.09 of this Agreement;


 


(iii)      each
of its annual independent public accountants’ servicing reports described in Section 10.10 of this Agreement;


 


(iv)      upon
request, a copy of each operating and other financial statements, rent rolls, occupancy reports, and sales reports to the extent
such information is required to be delivered under a Mortgage Loan, in each case to the extent collected pursuant to Section
3.03(a) or Section 4.02(b); and


 


(v)       upon
request, each inspection report prepared in connection with any inspection conducted pursuant to Section 3.18 of this Agreement.


 


(c)              The
Certificate Administrator shall promptly furnish by e-mail (or any other form of electronic delivery reasonably acceptable to
the Certificate Administrator and the Rule 17g-5 Information Provider) to the Rule 17g-5 Information Provider (if the Certificate
Administrator is for any reason not the Rule 17g-5 Information Provider) and the Depositor copies of the items set forth in Section
8.11(b) of this Agreement (to the extent not already


 






    -476-


     


    

 


delivered
or made available pursuant to the terms of this Agreement and to the extent such items were prepared by or delivered to the Certificate
Administrator in electronic format), and the Rule 17g-5 Information Provider shall upload such documents to the Rule 17g-5 Information
Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the
next Business Day by 12:00 p.m..


 


(d)             After
any notice, document or item has been posted by the Rule 17g-5 Information Provider to the Rule 17g-5 Information Provider’s
Website pursuant to Sections 12.06(a), 12.06(b) or 12.06(c), the Rule 17g-5 Information Provider may send
such posted notice, document or item to a Registered Rating Agency.


 


Section
12.07     Amendment. This Agreement or any Custodial Agreement may be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate Administrator and the
Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


(i)        to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 


(ii)       to
correct or supplement any of its provisions which may be inconsistent with any other provisions of this Agreement or with the
description thereof in the Prospectus or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess
Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely
affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of
the party requesting the amendment);


 


(iv)       to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the
party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or
to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder
of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates,
provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer
of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act,
as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D)
in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements


 






    -477-


     


    

 


for
this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


(v)       to
make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel;


 


(vi)       to
modify the procedures herein relating to Rule 17g-5; provided that such modification does not increase the obligations
of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially
adversely affect such party or materially increase such party’s obligations under this Agreement); provided, further
that notice of such modification is provided to all parties to this Agreement; and


 


(vii)     to
amend or supplement any provision of this Agreement to the extent necessary to maintain the ratings assigned to each Class of
Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect
the interests of any Certificateholder;


 


provided,
further that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or
consultation rights or the right to receive information under this Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
this Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under this Agreement or the applicable Mortgage Loan Purchase Agreement without the consent
of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial
Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Companion Loan Holder
in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting
such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of
the Certificateholders, then in which case such expense will be borne by the Trust.


 


This
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner
the rights of the Certificateholders; provided, however, that no such amendment shall:


 






    -478-


     


    

 


(i)        reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that
Certificate or that Serviced Companion Loan Holder, as applicable;


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding;


 


(iii)      change
in any manner the obligations or rights of any Mortgage Loan Seller under this Agreement or the related Mortgage Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller;


 


(iv)      change
the definition of “Servicing Standard” without either (A) consent of 100% of the holders of the Certificates or (B)
Rating Agency Confirmation;


 


(v)       without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (A) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under this Agreement,
(B) the right of the Certificateholders to remove the Special Servicer pursuant to this Agreement or (C) the right of the Certificateholders
to terminate the Operating Advisor pursuant to this Agreement;


 


(vi)      adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;


 


(vii)     adversely
affect a Companion Loan Holder in its capacity as such without its consent; or


 


(viii)    change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


In
the event that neither the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section
12.07 shall be effective with the consent of the Trustee, the Operating Advisor, the Asset Representations Reviewer, the
Certificate Administrator, the Custodian (if the Certificate Administrator is then acting as Custodian), the Special
Servicer, the Master Servicer, in writing, and to the extent required by this Section, the Certificateholders, the Serviced
Companion Loan Holders, the Mortgage Loan Sellers, the Underwriters and/or the Initial Purchasers, as applicable. Promptly
after the execution of any amendment, (A) the Master Servicer shall forward a copy thereof to the Trustee, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Special Servicer, each Serviced Companion Loan Holder, each Mortgage Loan Seller, each
Underwriter, each Initial Purchaser and (B) the Certificate Administrator shall furnish written notification of the substance
of such amendment to each Certificateholder and to the Rule 17g-5 Information Provider who shall post a copy of such
notification to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement. It
shall not be necessary for the consent of Certificateholders or the


 






    -479-


     


    

 





Serviced Companion Loan Holders, the Mortgage Loan Sellers, Underwriters or the Initial Purchasers, as applicable, under
this Section 12.07 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent
shall approve the substance thereof. The method of obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders or the Serviced Companion Loan Holders, the Mortgage Loan Sellers, Underwriters or the Initial Purchasers,
as applicable, shall be subject to such reasonable regulations as the Trustee may prescribe; provided, however,
that such method shall always be by affirmation and in writing.


 


Notwithstanding
any contrary provision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless, if requested
by the Master Servicer, the Special Servicer, the Trustee, the Custodian (if the Certificate Administrator is then acting as Custodian),
and/or the Certificate Administrator, such party shall have received an Opinion of Counsel, at the expense of the party requesting
such amendment (or, if such amendment is required by any Rating Agency to maintain the rating issued by it or requested by the
Trustee or the Certificate Administrator for any purpose described in clause (i) or (ii) of the first sentence of this Section,
then at the expense of the Trust Fund), to the effect that such amendment will not cause either Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any
Certificates are outstanding, and will not cause a tax to be imposed on the Trust Fund (other than a tax at the corporate tax
rate on net income from foreclosure property pursuant to Code Section 860G(c)). Prior to the execution of any amendment to this
Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Special Servicer and the Master Servicer may request and shall be entitled to rely conclusively
upon an Opinion of Counsel, at the expense of the party requesting such amendment (or, if such amendment is required by any Rating
Agency to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator for any purpose described
in clause (i), (ii), (iii) or (v) (which does not modify or otherwise relate solely to the obligations, duties or rights of the
Trustee or the Certificate Administrator, as applicable) of the first sentence of this Section, then at the expense of the Trust
Fund) stating that the execution of such amendment is authorized or permitted by this Agreement, and that all conditions precedent
to such amendment are satisfied. Each of the Trustee, the Custodian (if the Certificate Administrator is then acting as Custodian)
and the Certificate Administrator may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s,
the Custodian’s (if the Certificate Administrator is then acting as Custodian) or the Certificate Administrator’s,
as applicable, own rights, duties or immunities under this Agreement. Any party hereto requesting an amendment to this Agreement
shall provide (x) notice of such amendment no later than 3 Business Days prior to the anticipated date of execution, and (y) a
copy of the executed amendment no later than the date of execution, to each Other Depositor (and counsel thereto) and Other Exchange
Act Reporting Party under each Other Pooling and Servicing Agreement (which may be by email) in order for each Companion Loan
Holder to timely comply with its obligations under the Exchange Act. The party requesting an amendment to this Agreement shall
provide to the Rule 17g-5 Information Provider, for posting on the Rule 17g-5 Information Provider’s Website pursuant to
Section 12.13 of this Agreement, prior written notice of such proposed amendment.


 


Section
12.08     Confirmation of Intent. The Depositor intends that the conveyance of the Depositor’s
right, title and interest in and to the Mortgage Loans pursuant


 






    -480-


     


    

 


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 Account, the Excess Interest Distribution Account, the Interest Reserve Account and,
if established, the Excess Liquidation Proceeds Reserve Account and the REO Account, and all reinvestment earnings on such amounts,
and all of the Depositor’s right, title and interest in and to any Insurance Proceeds related to such Mortgage Loans and
(ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.08 shall constitute notice
to the Trustee pursuant to any of the requirements of the applicable UCC.


 


Section
12.09     Third-Party Beneficiaries. Except as provided in (i) Section 3.01(j)(iv) of this
Agreement and (ii) the next sentence, no Persons other than a party to this Agreement, any Companion Loan Holder (unless it is
the Mortgagor under the applicable Companion Loan or an Affiliate thereof) and any Certificateholder, shall have any rights with
respect to the enforcement of any of the rights or obligations hereunder. Any Underwriter or Initial Purchaser (with respect to
its rights to receive any documents, certifications, information and/or indemnification hereunder and its rights under Section
2.02, Section 5.03 and Section 12.07 of this Agreement), any Companion Loan Holder (in respect of the rights
afforded it under this Agreement, any related Other Servicer shall be entitled to enforce the rights of such Companion Loan Holder
under this Agreement and the related Co-Lender Agreement), any Mortgage Loan Seller (with respect to its rights under Article
II, Section 3.09(d)(i), Section 12.07 and Section 12.16 of this Agreement and its rights as a Privileged
Person), the Retaining Sponsor (with respect to its rights under Section 5.02(f) and Section 5.03(i)), any Other
Depositor and Other Exchange Act Reporting Party (with respect to its rights under Article X of this Agreement), any Other
Servicer and Other Special Servicer (with respect to all provisions herein expressly relating to compensation, reimbursement or
indemnification of such Other Servicer or Other Special Servicer, as the case may be, and the provisions herein regarding coordination
of Advances) and, subject to Section 12.02 of this Agreement, any Certificateholder (which are intended third-party beneficiaries
of this Agreement) shall have the right to enforce their respective rights and obligations hereunder (in the case of any Serviced
Companion Loan Holder, to the extent they affect the related Serviced Companion Loan and provided that such Serviced Companion
Loan Holder is not the Mortgagor under the related Companion Loan or an Affiliate thereof) as if each such Person was a party
hereto.


 


Without
limiting the foregoing, the parties to this Agreement specifically state that no Mortgagor, property manager or other party to
a Mortgage Loan is an intended third-party beneficiary of this Agreement.


 






    -481-


     


    

 


Section
12.10     Request by Certificateholders or the Serviced Companion Loan Holder. Where information
or reports are required to be delivered to a Certificateholder or a Serviced Companion Loan Holder, as applicable, upon request
pursuant to the terms of this Agreement, such request can be in the form of a single blanket request by a Certificateholder or
a Serviced Companion Loan Holder, as applicable, to the Certificate Administrator, the Master Servicer or the Special Servicer,
as applicable, and, with respect to such Certificateholder or a Serviced Companion Loan Holder, as applicable, such request shall
be deemed to relate to each date such report or information may be requested. The notice shall set forth the applicable Sections
where such reports and information are requested.


 


Section
12.11     Waiver of Jury Trial. THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED
BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING
DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
12.12     Submission to Jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT
OF NEW YORK FOR THE PURPOSE OF ANY SUCH ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON
THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF
BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER AND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY MANNER PERMITTED BY LAW.


 


Section
12.13     Exchange Act Rule 17g-5 Procedures.


 


(a)       Except
as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or
as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating
Agency regarding the Certificates or the Mortgage Loans relevant to the Rating Agencies’ surveillance of the Certificates
or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates
or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency
makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor or the Custodian regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s
surveillance of the Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing
by the responding party


 






    -482-


     


    

 


and
shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information
Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt
of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the
responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared
by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider
shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the
notification of, each Registered Rating Agency by electronic mail of the posting of such response.


 


(b)       To
the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations
under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule
17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider
shall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same Business Day
of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or,
if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared
by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall,
promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website,
notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information
or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall
be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party
believes is reasonably necessary for the applicable Rating Agency to make its decision.


 


(c)       Notwithstanding
the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required)
to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the
following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such
communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral
communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating
Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may
be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited
to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the
procedures that such party shall follow if it elects (in its sole discretion) to orally


 






    -483-


     


    

 


communicate
with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with
Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance
with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section
12.13(h).


 


(d)       Each
of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify
and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates
and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses,
liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal
fees and expenses, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement
of this indemnity), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act
or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties,
fines, forfeitures or other expenses (including such reasonable legal fees and expenses) arise out of or are based upon (i) such
Indemnifying Party’s breach of Section 12.06, Section 12.13(a), Section 12.13(b), Section 12.13(c), Section 12.13(g)
or Section 12.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on
representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused
by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party
for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any
such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer
in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the
Certificate Administrator).


 


(e)       None
of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in
the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability
for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement,
(ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to
perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that
are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule
17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information
Provider’s Website.


 


(f)       None
of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications, or providing information,
between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to
(i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special


 






    -484-


     


    

 


Servicer,
as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial
mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or
the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master
Servicer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage
Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property
or deal specific identifiers are redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously
provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until
the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the
Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has
provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master
Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating
surveillance for any Class of Certificates (and the party providing such information to a Rating Agency shall, upon written request,
certify to the Depositor that it received the confirmation described in this clause (z)).


 


(g)       The
Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of
a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement.


 


(h)       The
Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to
the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document
format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information
Provider agree to do so in such format) via electronic mail at ratingagencynotice@citi.com, specifically with a subject
reference of “Benchmark 2019-B9” 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 Rule 17g-5 Information Provider if or as may be necessary or beneficial):


 


(A)       all
items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06;


 


(B)       all
information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b)
and 12.13(c);


 


(C)       any
Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor;


 


(D)       any
transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider
by the Depositor; and


 


(E)       any
other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement.


 






    -485-


     


    

 


The
17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business
Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly
following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (i)
each Registered Rating Agency and (ii) the party that delivered such item to the 17g-5 Information Provider for posting on the
17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information
Provider’s Website.


 


The
Rule 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. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5
Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained
and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s
Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information
Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof
and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by
the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5
Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website,
access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case
of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00
p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The
17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including
a general email address; provided, that each email address so provided shall be associated with a registered user of the
Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider
may be directed to 1-888-855-9695 and ratingagencynotice@citi.com (specifically referencing “Benchmark 2019-B9”
in the subject line) (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate).


 


The
17g-5 Information Provider shall provide a mechanism to promptly 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 thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5
Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not
be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties
as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information.
The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies
or other NRSROs unless such information was delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein
(or by any other form of electronic delivery reasonably acceptable to Rule 17g-5 Information Provider pursuant to the terms of
this Agreement), with a subject heading of “Benchmark 2019-B9” and


 






    -486-


     


    

 


sufficient
detail to indicate that such information is required to be posted on the Rule 17g-5 Information Provider’s Website. In connection
with notifying a Registered Rating Agency of any information posted to the Rule 17g-5 Information Provider’s Website, the
Rule 17g-5 Information Provider shall only be responsible for sending such notices to the electronic mail address(es) of such
Registered Rating Agency as provided by such Registered Rating Agency upon its registration as user of the Rule 17g-5 Information
Provider’s Website or upon any subsequent update of such electronic mail address(es) made by such Registered Rating Agency
through the Rule 17g-5 Information Provider’s Website, and the Rule 17g-5 Information Provider shall not be responsible
for sending any notices to any electronic mail address(es) of any Registered Rating Agency that is not provided to the Rule 17g-5
Information in the manner described in this sentence.


 


(i)       In
connection with the delivery by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee,
as applicable, to the Rule 17g-5 Information Provider of any information, report, notice or document for posting to the Rule 17g-5
Information Provider’s Website, the Rule 17g-5 Information Provider shall notify the Master Servicer, Special Servicer,
Certificate Administrator, Operating Advisor or Trustee, as applicable, of when such information, report, notice or other document
has been posted to the Rule 17g-5 Information Provider’s Website, and the Master Servicer, Special Servicer, Certificate
Administrator, Operating Advisor or Trustee, as applicable, may (but is not obligated to) send such information, report, notice
or other document to the applicable Rating Agency promptly following the earlier of (a) receipt of notification from the Rule
17g-5 Information Provider that such information, report, notice or other document has been posted to the Rule 17g-5 Information
Provider’s Website and (b) after 12:00 p.m. on the first Business Day following the date it has provided such information,
report, notice or other document to the Rule 17g-5 Information Provider.


 


(j)       With
respect to each Outside Serviced Mortgage Loan, each of the Master Servicer, the Certificate Administrator and the Trustee shall
provide to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, promptly upon receipt
from an Outside Service Provider, all reports, statements, documents, notices and other information it receives in respect of
such Outside Serviced Mortgage Loan that would otherwise have been required to be submitted to the 17g-5 Information Provider
under this Agreement for posting had such Outside Serviced Mortgage Loan been a Serviced Mortgage Loan. The 17g-5 Information
Provider shall post on the 17g-5 Information Provider’s Website all such information it receives in accordance with this
Agreement.


 


(k)       The
Master Servicer or the Special Servicer may, but shall not be obligated to, provide information to the 17g-5 Information Provider
that is neither specifically required hereunder nor requested by any Rating Agency. Any such information shall be posted by the
17g-5 Information Provider in accordance with the timeframe provided in Section 12.13(b).


 


(l)       If
any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any Person in connection with any third-party
“due diligence services” (as defined in Rule 17g-10 under the Exchange Act) provided by such Person with respect to
the Mortgage Loans (“Due Diligence Service Provider”), such receiving party shall promptly forward such Form
ABS Due Diligence-15E to the 17g-5 Information Provider for posting on 


 






    -487-


     


    

 


the
17g-5 Information Provider’s Website in accordance with Section 12.13(h). The 17g-5 Information Provider shall post
on the 17g-5 Information Provider’s Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service
Provider or from another party to this Agreement, in accordance with the timeframe provided in Section 12.13(h).


 


(m)       Neither
the Master Servicer nor the Special Servicer shall be required to make any determination as to whether any service provided by
a third party requires obtaining a Form ABS Due Diligence-15E.


 


Section
12.14     Cooperation With the Mortgage Loan Sellers With Respect to Rights Under the Loan Agreements. 


 


It
is expressly agreed and understood that, notwithstanding the assignment of the Loan Documents, it is expressly intended that the
Mortgage Loan Sellers are entitled to the benefit of any securitization indemnification provisions that specifically run to the
benefit of the lenders in the Loan Documents. Therefore, the Depositor, Master Servicer, Special Servicer and Trustee hereby agree
to reasonably cooperate with any Mortgage Loan Seller, at the sole expense of such Mortgage Loan Seller, with respect to obtaining
the benefits of the provisions of any section of a Loan Agreement or securitization cooperation agreement providing for indemnification
of the lender and/or its loan seller affiliates with respect to the current securitization of the related Mortgage Loan, including,
without limitation, executing any documents as are reasonably necessary to permit the related Mortgage Loan Seller to enforce
such provisions for its benefit; provided, that none of the Depositor, Master Servicer, Special Servicer or Trustee shall be required
to take any action that is inconsistent with the Servicing Standard, would violate applicable law, the terms and provisions of
this Agreement or the Loan Documents, would adversely affect any Certificateholder, would cause either Trust REMIC to fail to
qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, or would result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions.
To the extent that the Trustee is required to execute any document facilitating the above rights of a Mortgage Loan Seller under
this Section 12.14, such document shall be in form and substance reasonably acceptable to the Trustee.


 


[Signature
Pages Follow]


 




    -488-


     


    


 


IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized
all as of the day and year first above written.





	 	 	 
	 	CITIGROUP COMMERCIAL MORTGAGE SECURITIES
    INC., as Depositor
	 	 	 
	 	By:	/s/ Richard
    Simpson
	 	 	Name:  Richard Simpson
	 	 	Title:    President



 





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	STATE OF NEW YORK	)
	 	) ss:
	COUNTY OF KINGS	)



 


On
this 8th day of February 2019, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned
and sworn, personally appeared Richard W. Simpson, to me known who, by me duly sworn, did depose and acknowledge before me and
say that he is the President of Citigroup Commercial Mortgage Securities, Inc., a Corporation, one of the entities 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/
    Lance Kahn Lynford
	 	Notary Public in
    and for the
	 	State of New York



 


	My
    Commission expires: 04/02/2022

    

    [NOTARIAL SEAL]	Lance
    Kahn Lynford

    Notary Public, State of New York 

    Registration No. 01LY6372930 

    Qualified in Kings County 

    Comission Expires 04/02/2022


 


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	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer
	 	 	 
	 	By:	/s/ MaryKate Walker
	 	 	Name:  MaryKate
Walker
	 	 	Title:    Vice President


 


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	STATE
OF NORTTH CAROLINA	)
	 	) ss:
	COUNTY OF MECKLENBURG	)





 


On
this 6th day of February 2019, personally appeared before me MaryKate Walker, to me known (or proved to me on the basis of satisfactory
evidence) to be a Vice President of Wells Fargo Bank, National Association, a national banking association, that executed the
within and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said entity,
for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument, and that by
her signature on the instrument the entity upon behalf of which she acted, executed the instrument.


 


	 	/s/
Erica L. Smith
	 	Notary Public in
    and for the
	 	State of North Carolina





 


	My
    Commission expires: 07/20/2022

    

    [NOTARIAL SEAL]	

    Erica L. Smith

    Notary Public, State of North Carolina 

    Mecklenburg County 

    My Comission Expires 07/20/2022


 


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	 	LNR
Partners, LLC, as Special Servicer
	 	 	 
	 	By:	/s/ Jerry Hirschkorn
	 	 	Name:  Jerry
Hirschkorn
	 	 	Title:    Vice President





 


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	STATE OF NEW YORK	)
	 	) ss:
	COUNTY OF NEW YORK	)





 


On
this 5th day of February 2019, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned
and sworn, personally appeared Jerry Hirschkorn, to me known who, by me duly sworn, did depose and acknowledge before me and say
that he is the Vice President of LNR Partners, LLC, a Florida LLC, one of the entities 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/
Desmond McWeeney
	 	Notary Public in and for the
	 	State of New York


 


	My
    Commission expires: 09/28/2019

    

    [NOTARIAL SEAL]	Desmond
    McWeeney

    Notary Public - State of New York 

    No. 01MC6330849 

    Qualified in Nassau County 

    My Comission Expires September 28, 2019


 


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	 	PARK
BRIDGE LENDER SERVICES LLC
	 	 	as Operating Advisor and as Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its Sole Member
	 	 	 
	 	 	By: Park Bridge Financial LLC, a New York limited liability company, its Sole Member
	 	 	 
	 	By:	/s/ Robert J. Spinna, Jr.
	 	 	Name:  Robert
J. Spinna, Jr.
	 	 	Title:    Managing Member


 


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	STATE OF NEW YORK	)
	 	) ss:
	COUNTY OF NEW YORK	)





 


On
this 6th day of February 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
and say 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


 


	My
    Commission expires: 03/31/20

    

    [NOTARIAL SEAL]	Niaja
    Williams Mowatt

    Notary Public - State of New York 

    No. 01WI6184241 

    Qualified in Suffolk County 

    My Comission Expires 03/31/20


 


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	 	CITIBANK,
N.A., as Certificate Administrator
	 	 	 
	 	By:	/s/ John Hannon 
	 	 	Name:  John
Hannon
	 	 	Title:    Senior Trust Officer


 


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	STATE OF NEW YORK	)
	 	) ss:
	COUNTY OF NEW YORK	)





 


On
this 6th day of February 2019, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned
and sworn, personally appeared Danny Lee, to me known who, by me duly sworn, did depose and acknowledge before me and say that
he is a Senior Trust Officer of Citibank, N.A., a National Association, one of the entities 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/
Rodd Corner
	 	Notary Public in and for the
	 	State of New York





 


	My
    Commission expires: 06/18/2019

    

    [NOTARIAL SEAL]	Rodd
    Corner

    Notary Public - State of New York 

    No. 01CO6169041 

    Qualified in New York County 

    My Comission Expires June 18, 2019


 


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	 	WILMINGTON
TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	/s/ Beverly D. Capers
	 	 	Name:  Beverly
D. Capers
	 	 	Title:    Assistant Vice President


 


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	STATE
OF DELAWARE	)
	 	) ss:
	COUNTY OF NEW CASTLE	)


  


On
this 6th day of February 2019, before me, the undersigned, a Notary Public in and for the State of Delaware, duly commissioned
and sworn, personally appeared Beverly D. Capers, to me known who, by me duly sworn, did depose and acknowledge before me and
say that she is the Assistant Vice President of Wilmington Trust National Association, a national banking association, one of
the entities described in and that executed the foregoing instrument; and that she signed her 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/
Patricia A. Kanar
	 	Notary Public in and for the
	 	State of Delaware


 



 


	My
    Commission expires: 12/20/2019

    

    [NOTARIAL SEAL]	

    Patricia A. Kanar

    Notary Public, State of Delaware 

    My Comission Expires 12/20/2019



 


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EXHIBIT
A-1


 


BENCHMARK
2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS A-1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the
Asset representations reviewer, THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION
LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 





		1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.



 






    A-1-1 


     


    

 


BENCHMARK
2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS A-1


 


	Pass-Through
    Rate: 3.0159% per annum	 	 
	 	 	 
	First
    Distribution Date: March 15, 2019	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in
    February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class A-1 Certificates:  $15,600,000	 	Scheduled
    Final Distribution Date: the Distribution Date in November 2023


 


	CUSIP: 08160J AA5
	 	Initial
    Certificate Balance of this Certificate: $[_____]
	 	 	 
	ISIN:    US08160JAA51 

         

        Common
Code: 195118248
	 	 
	 	 	 
	No.:  [1]	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-1 Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily
properties and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the
Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced
Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D,
Class E, Class F, Class G, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class A-1
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February
1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as
Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    A-1-2 


     


    

 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-1
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-1
Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the last Business Day
of the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with
written 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 distributions), or otherwise by check mailed to such Certificateholder.
The final distribution on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate
at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting
as such agent) that is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. Subject to applicable state law with respect to escheatment
of funds, if within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or
be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off
Date); (iii) any REO Property (but, with respect to


 






    A-1-3 


     


    

 


any REO Property relating to a Loan Combination, only to the extent of the
Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with
respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the
Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s
rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under
any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited
in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the
Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s
rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under
the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing
Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral;
and (xiv) all Initial Interest Deposit Amounts.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, 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 the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall
be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution
                                         Account or any REO Account, provided that (A) the Master Servicer Remittance Date
                                         shall in no event be later than the Business Day prior to the related Distribution Date
                                         and (B) the change would not adversely affect in any material respect the interests
                                         of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the
                                         party requesting the amendment);



 


		(iv)	to
                                         modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
                                         the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor
                                         trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided
                                         that the Trustee and the Certificate Administrator have received an opinion of counsel
                                         (at the expense of the party requesting the amendment) to the effect that (1) the 



 






    A-1-4 


     


    

 


action is necessary or desirable to maintain such qualification or to avoid or minimize
                                         such risk and (2) the action will not adversely affect in any material respect the interests
                                         of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions
                                         with respect to) the transfer of the Class R Certificates, provided that the Depositor
                                         has determined that the amendment will not give rise to any tax with respect to the transfer
                                         of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary
                                         to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation
                                         AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D)
                                         in the event that Regulation RR (or any portion thereof) 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
                                         any risk retention requirements no longer applicable to this securitization transaction
                                         in light of such repeal;


 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder,
                                         as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5;
                                         provided that such modification does not increase the obligations of the Trustee,
                                         the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
                                         the Master Servicer or the Special Servicer without such party’s consent (which
                                         consent may not be withheld unless such modification would materially adversely affect
                                         such party or materially increase such party’s obligations under the Pooling and
                                         Servicing Agreement); provided, further that notice of such modification
                                         is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any material
                                         respect the interests of any Certificateholder;



 


provided,
further that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or
consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative
without the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information
under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in
any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations
or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian
(if the Certificate Administrator is then acting as Custodian), the Certificate Administrator and the Trustee with the consent
of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to



 






    A-1-5 


     


    

 


any
Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion
Loan Holder, as applicable,


 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment without the consent of the Holders of all Certificates of
                                         that Class then outstanding,



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent
                                         of the affected Mortgage Loan Seller,



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (A) consent of 100%
                                         of the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders
                                         which are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
                                         to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to
                                         terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders,



 


		(vii)	adversely
                                         affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if
such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if
none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing
greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than
30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement
(whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans
(and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided
for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus
(ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount
of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing
Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed
to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any
Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling
Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder)
of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred
by any and all parties to the Pooling and Servicing


 






    A-1-6 


     


    

 


Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on
any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement
with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the
Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property
(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by
the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the
Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection
Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose.


 






    A-1-7 


     


    



 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-1 Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated:
February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A-1
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-1-8 


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class A-1 Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented by the within Class A-1
Certificates to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-1-9 


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-1-10 


     


    

 


EXHIBIT
A-2


 


BENCHMARK
2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, 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.]3


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the
Asset representations reviewer, THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION
LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 





		3	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		4	Global Certificate legend.



 






    A-2-1 


     


    

 


BENCHMARK
2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS A-2


 


	Pass-Through
    Rate: 3.9525% per annum	 	 
	 	 	 
	First
    Distribution Date: March 15, 2019	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in
    February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class A-2 Certificates:  $15,800,000	 	Scheduled
    Final Distribution Date: the Distribution Date in December 2023


 


	CUSIP: 08160J
AB3
	 	Initial
    Certificate Balance of this Certificate: $[_____]
	 	 	 
	ISIN:    US08160JAB35

         

        Common
Code: 195118256
	 	 
	 	 	 
	No.:  [1]	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-2 Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily
properties and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the
Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced
Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E,
Class F, Class G, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class A-2 Certificates,
the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February
1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as
Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    A-2-2 


     


    

 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-2
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-2
Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the last Business Day
of the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with
written 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 distributions), or otherwise by check mailed to such Certificateholder.
The final distribution on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate
at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting
as such agent) that is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. Subject to applicable state law with respect to escheatment
of funds, if within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or
be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off
Date); (iii) any REO Property (but, with respect to


 






    A-2-3 


     


    

 


any REO Property relating to a Loan Combination, only to the extent of the
Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with
respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the
Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s
rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under
any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited
in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the
Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s
rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under
the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing
Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral;
and (xiv) all Initial Interest Deposit Amounts.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, 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 the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall
be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution
                                         Account or any REO Account, provided that (A) the Master Servicer Remittance Date
                                         shall in no event be later than the Business Day prior to the related Distribution Date
                                         and (B) the change would not adversely affect in any material respect the interests
                                         of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the
                                         party requesting the amendment);



 


		(iv)	to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting
the amendment) to the effect that (1) the



 






    A-2-4 


     


    

 


action
is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely
affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing
restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the
amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee,
(C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion
thereof) 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 any risk retention requirements
no longer applicable to this securitization transaction in light of such repeal;


 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder,
                                         as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5;
                                         provided that such modification does not increase the obligations of the Trustee,
                                         the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
                                         the Master Servicer or the Special Servicer without such party’s consent (which
                                         consent may not be withheld unless such modification would materially adversely affect
                                         such party or materially increase such party’s obligations under the Pooling and
                                         Servicing Agreement); provided, further that notice of such modification
                                         is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any material
                                         respect the interests of any Certificateholder;



 


provided,
further that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or
consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative
without the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information
under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in
any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations
or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian
(if the Certificate Administrator is then acting as Custodian), the Certificate Administrator and the Trustee with the consent
of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to



 






    A-2-5 


     


    

 


any
Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion
Loan Holder, as applicable,


 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment without the consent of the Holders of all Certificates of
                                         that Class then outstanding,



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent
                                         of the affected Mortgage Loan Seller,



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (A) consent of 100%
                                         of the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders
                                         which are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
                                         to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to
                                         terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders,



 


		(vii)	adversely
                                         affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if
such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if
none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing
greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than
30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement
(whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans
(and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided
for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus
(ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount
of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing
Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed
to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any
Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling
Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder)
of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred
by any and all parties to the Pooling and Servicing


 






    A-2-6 


     


    

 


Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on
any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement
with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the
Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property
(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by
the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the
Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection
Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose.


 






    A-2-7 


     


    

 




IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-2 Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated:
February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A-2
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-2-8 


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class A-2 Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented by the within Class A-2
Certificates to the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-2-9 


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-2-10 


     


    

 





EXHIBIT
A-3


 


BENCHMARK
2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, 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.]5


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]6


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the
Asset representations reviewer, THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION
LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


		5	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		6	Global Certificate legend.



 






    A-3-1 


     


    

 


BENCHMARK
2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS A-3


 


	Pass-Through
    Rate:  3.7466% per annum	 	 
	 	 	 
	First
    Distribution Date: March 15, 2019	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in
    February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class A-3 Certificates:  $8,867,000	 	Scheduled
    Final Distribution Date: the Distribution Date in February 2026


 


	CUSIP: 08160J
AC1
	 	Initial
    Certificate Balance of this Certificate: $[_____]
	 	 	 
	ISIN:    US08160JAC18 

         

        Common
Code: 195118264
	 	 
	 	 	 
	No.:  [1]	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-3 Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily
properties and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the
Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced
Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E,
Class F, Class G, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class A-3 Certificates,
the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February
1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as
Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    A-3-2 


     


    

 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-3
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-3
Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the last Business Day
of the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with
written 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 distributions), or otherwise by check mailed to such Certificateholder.
The final distribution on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate
at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting
as such agent) that is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. Subject to applicable state law with respect to escheatment
of funds, if within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or
be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off
Date); (iii) any REO Property (but, with respect to


 






    A-3-3 


     


    

 


any REO Property relating to a Loan Combination, only to the extent of the
Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with
respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the
Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s
rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under
any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate
Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in
the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the
Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s
rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under
the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing
Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral;
and (xiv) all Initial Interest Deposit Amounts.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, 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 the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall
be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution
                                         Account or any REO Account, provided that (A) the Master Servicer Remittance Date
                                         shall in no event be later than the Business Day prior to the related Distribution Date
                                         and (B) the change would not adversely affect in any material respect the interests
                                         of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the
                                         party requesting the amendment);



 


		(iv)	to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting
the amendment) to the effect that (1) the



 






    A-3-4 


     


    

 


action
is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely
affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing
restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the
amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee,
(C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion
thereof) 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 any risk retention requirements
no longer applicable to this securitization transaction in light of such repeal;


 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder,
                                         as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5;
                                         provided that such modification does not increase the obligations of the Trustee,
                                         the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
                                         the Master Servicer or the Special Servicer without such party’s consent (which
                                         consent may not be withheld unless such modification would materially adversely affect
                                         such party or materially increase such party’s obligations under the Pooling and
                                         Servicing Agreement); provided, further that notice of such modification
                                         is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any material
                                         respect the interests of any Certificateholder;



 


provided,
further that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or
consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative
without the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information
under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in
any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations
or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian
(if the Certificate Administrator is then acting as Custodian), the Certificate Administrator and the Trustee with the consent
of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to



 






    A-3-5 


     


    

 


any
Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion
Loan Holder, as applicable,


 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment without the consent of the Holders of all Certificates of
                                         that Class then outstanding,



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent
                                         of the affected Mortgage Loan Seller,



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (A) consent of 100%
                                         of the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders
                                         which are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
                                         to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to
                                         terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders,



 


		(vii)	adversely
                                         affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if
such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if
none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing
greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than
30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement
(whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans
(and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided
for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus
(ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount
of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing
Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed
to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any
Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling
Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder)
of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred
by any and all parties to the Pooling and Servicing


 






    A-3-6 


     


    

 


Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on
any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement
with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the
Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property
(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by
the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the
Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection
Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose.


 






    A-3-7 


     


    



 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated:
February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A-3
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-3-8 


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class A-3 Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class A-3 Certificate of the entire Percentage Interest represented by the within Class A-3
Certificates to the above-named Assignee(s) and to deliver such Class A-3 Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-3-9 


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-3-10 


     


    

 


EXHIBIT
A-4


 


BENCHMARK
2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, 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.]7


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]8


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the
Asset representations reviewer, THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION
LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 





		7	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		8	Global Certificate legend.



 



    A-4-1 


     


    

 


BENCHMARK
2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS A-4


 


	Pass-Through
    Rate:  3.7508% per annum	 	 
	 	 	 
	First
    Distribution Date: March 15, 2019	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in
    February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class A-4 Certificates:  $130,000,000	 	Scheduled
    Final Distribution Date: the Distribution Date in December 2028


 


	CUSIP: 08160J
AD9
	 	Initial
    Certificate Balance of this Certificate: $[_____]
	 	 	 
	ISIN:    US08160JAD90

         

        Common
Code: 195118272
	 	 
	 	 	 
	No.:  [1]	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-4 Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily
properties and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the
Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced
Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E,
Class F, Class G, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class A-4 Certificates,
the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February
1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as
Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    A-4-2 


     


    

 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-4
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-4
Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the last Business Day
of the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with
written 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 distributions), or otherwise by check mailed to such Certificateholder.
The final distribution on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate
at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting
as such agent) that is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. Subject to applicable state law with respect to escheatment
of funds, if within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or
be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off
Date); (iii) any REO Property (but, with respect to


 






    A-4-3 


     


    

 


any REO Property relating to a Loan Combination, only to the extent of the
Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with
respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the
Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s
rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under
any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate
Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in
the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the
Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s
rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under
the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing
Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral;
and (xiv) all Initial Interest Deposit Amounts.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, 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 the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall
be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution
                                         Account or any REO Account, provided that (A) the Master Servicer Remittance Date
                                         shall in no event be later than the Business Day prior to the related Distribution Date
                                         and (B) the change would not adversely affect in any material respect the interests
                                         of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the
                                         party requesting the amendment);



 


		(iv)	to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting
the amendment) to the effect that (1) the



 






    A-4-4 


     


    

 


action
is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely
affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing
restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the
amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee,
(C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion
thereof) 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 any risk retention requirements
no longer applicable to this securitization transaction in light of such repeal;


 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder,
                                         as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5;
                                         provided that such modification does not increase the obligations of the Trustee,
                                         the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
                                         the Master Servicer or the Special Servicer without such party’s consent (which
                                         consent may not be withheld unless such modification would materially adversely affect
                                         such party or materially increase such party’s obligations under the Pooling and
                                         Servicing Agreement); provided, further that notice of such modification
                                         is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any material
                                         respect the interests of any Certificateholder;



 


provided,
further that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or
consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative
without the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information
under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in
any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations
or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian
(if the Certificate Administrator is then acting as Custodian), the Certificate Administrator and the Trustee with the consent
of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to



 






    A-4-5 


     


    

 


any
Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion
Loan Holder, as applicable,


 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment without the consent of the Holders of all Certificates of
                                         that Class then outstanding,



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent
                                         of the affected Mortgage Loan Seller,



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (A) consent of 100%
                                         of the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders
                                         which are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
                                         to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to
                                         terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders,



 


		(vii)	adversely
                                         affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if
such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if
none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing
greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than
30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement
(whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans
(and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided
for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus
(ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount
of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing
Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed
to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any
Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling
Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder)
of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred
by any and all parties to the Pooling and Servicing


 






    A-4-6 


     


    

 


Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on
any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement
with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the
Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property
(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by
the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the
Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection
Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose.


 






    A-4-7 


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-4 Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated:
February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A-4
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-4-8 


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class A-4 Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class A-4 Certificate of the entire Percentage Interest represented by the within Class A-4
Certificates to the above-named Assignee(s) and to deliver such Class A-4 Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-4-9 


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-4-10 


     


    

 


EXHIBIT
A-5


 


BENCHMARK
2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS A-5


 


[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.]9


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]10


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the
Asset representations reviewer, THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION
LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 








		9	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		10	Global Certificate legend.



 






    A-5-1 


     


    





 


BENCHMARK
2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS A-5


 


	Pass-Through
    Rate:  4.0156% per annum	 	 
	 	 	 
	First
    Distribution Date: March 15, 2019	 	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in
    February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class A-5 Certificates:  $385,272,000	 	Scheduled
    Final Distribution Date: the Distribution Date in January 2029


 


	CUSIP: 08160J
AE7
	 	Initial
    Certificate Balance of this Certificate: $[_____]
	 	 	 
	ISIN:    US08160JAE73

         

        Common
Code: 195118299
	 	 
	 	 	 
	No.:  [1]	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-5 Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily
properties and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the
Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced
Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E,
Class F, Class G, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class A-5 Certificates,
the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February
1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as
Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    A-5-2 


     


    

 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-5
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-5
Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the last Business Day
of the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with
written 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 distributions), or otherwise by check mailed to such Certificateholder.
The final distribution on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate
at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting
as such agent) that is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. Subject to applicable state law with respect to escheatment
of funds, if within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or
be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off
Date); (iii) any REO Property (but, with respect to


 






    A-5-3 


     


    

 


any REO Property relating to a Loan Combination, only to the extent of the
Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with
respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the
Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s
rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under
any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate
Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in
the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the
Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s
rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under
the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing
Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral;
and (xiv) all Initial Interest Deposit Amounts.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, 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 the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall
be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution
                                         Account or any REO Account, provided that (A) the Master Servicer Remittance Date
                                         shall in no event be later than the Business Day prior to the related Distribution Date
                                         and (B) the change would not adversely affect in any material respect the interests
                                         of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the
                                         party requesting the amendment);



 


		(iv)	to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting
the amendment) to the effect that (1) the



 






    A-5-4 


     


    

 


action
is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely
affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any existing
restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the
amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee,
(C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion
thereof) 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 any risk retention requirements
no longer applicable to this securitization transaction in light of such repeal;


 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder,
                                         as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5;
                                         provided that such modification does not increase the obligations of the Trustee,
                                         the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
                                         the Master Servicer or the Special Servicer without such party’s consent (which
                                         consent may not be withheld unless such modification would materially adversely affect
                                         such party or materially increase such party’s obligations under the Pooling and
                                         Servicing Agreement); provided, further that notice of such modification
                                         is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any material
                                         respect the interests of any Certificateholder;



 


provided,
further that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or
consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative
without the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information
under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in
any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations
or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian
(if the Certificate Administrator is then acting as Custodian), the Certificate Administrator and the Trustee with the consent
of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to



 






    A-5-5 


     


    

 


any
Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion
Loan Holder, as applicable,


 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment without the consent of the Holders of all Certificates of
                                         that Class then outstanding,



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent
                                         of the affected Mortgage Loan Seller,



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (A) consent of 100%
                                         of the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders
                                         which are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
                                         to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to
                                         terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders,



 


		(vii)	adversely
                                         affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if
such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if
none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing
greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than
30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement
(whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans
(and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided
for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus
(ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount
of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing
Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed
to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any
Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling
Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder)
of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred
by any and all parties to the Pooling and Servicing


 






    A-5-6 


     


    

 


Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on
any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement
with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the
Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property
(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by
the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the
Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection
Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose.


 






    A-5-7 


     


    

 




 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-5 Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated:
February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A-5
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-5-8 


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class A-5 Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class A-5 Certificate of the entire Percentage Interest represented by the within Class A-5
Certificates to the above-named Assignee(s) and to deliver such Class A-5 Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-5-9 


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-5-10 


     


    

 


EXHIBIT
A-6


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, 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.]11


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]12


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


		11	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		12	Global
Certificate legend.



 




    A-6-1


     


    


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS A-AB


 


	Pass-Through Rate:  3.9325% per annum	 	 
	 	 	 
	First Distribution Date: March 15, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-AB Certificates:  $32,000,000	 	Scheduled Final Distribution Date: the Distribution Date in September 2028
	 	 	 


	
        CUSIP:   08160J AF4

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:       US08160JAF49

         

        Common Code: 195036713

        

        

         
	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S,
Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class
G, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class A-AB Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    A-6-2


     


    

 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-AB Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to


 






    A-6-3


     


    

 


any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the 



 






    A-6-4


     


    

 


	 	 	action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to 



 






    A-6-5


     


    

 


	 	 	any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing


 






    A-6-6


     


    

 


Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-6-7


     


    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-AB Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A-AB
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-6-8


     


    


 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class A-AB Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class A-AB Certificate of the entire Percentage Interest represented by the within Class A-AB
Certificates to the above-named Assignee(s) and to deliver such Class A-AB Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-6-9


     


    


 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-6-10


     


    





 


EXHIBIT
A-7


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS X-A


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-3,
CLASS A-4, CLASS A-5, 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.


 


THIS CLASS X-A CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 





		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global
Certificate legend.



 




    A-7-1


     


    


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS X-A


 


	Pass-Through Rate:  Variable IO3	 	 
	 	 	 
	First Distribution Date: March 15, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-A Certificates:  $649,440,000	 	Scheduled Final Distribution Date:  the Distribution Date in January 2029
	 	 	 



 

	
        CUSIP:  08160J AG2

         
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:      US08160JAG22

         

        Common Code: 195118302

        
	 	 
	 	 	 
	
        No.: [1]

         
	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-A Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S,
Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class
G, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class X-A Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 





 



 


		3	The
initial approximate Pass-Through Rate as of the Closing Date is 1.0493% per annum.



 


 






    A-7-2


     


    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, with respect to the Class X-A Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be
entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-A Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto;


 






    A-7-3


     


    

 


(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 (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a 



 






    A-7-4


     


    

 


	 	 	grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 






    A-7-5


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class


 






    A-7-6


     


    

 


Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-7-7


     


    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-A Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class X-A
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-7-8


     


    


 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class X-A Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class X-A Certificate of the entire Percentage Interest represented by the within Class X-A
Certificates to the above-named Assignee(s) and to deliver such Class X-A Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-7-9


     


    


 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-7-10


     


    




 


EXHIBIT
A-8


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS A-S


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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.


 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 





		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global
Certificate legend.



 




    A-8-1


     


    


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS A-S


 


	Pass-Through Rate:  4.2669% per annum	 	 
	 	 	 
	First Distribution Date: March 15, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-S Certificates:  $61,901,000	 	Scheduled Final Distribution Date: the Distribution Date in January 2029
	 	 	 



 


	
        CUSIP:  08160J AH0

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US08160JAH05

         

        Common Code: 195118337

         
	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-S Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class
G, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class A-S Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    A-8-2


     


    

 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-S
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-S Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing
Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate
Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with
respect thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders
concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders
shall be paid out of the assets which remain held. Subject to applicable state law with respect to escheatment of funds, if within
two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay
to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to


 






    A-8-3


     


    

 


any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the 



 






    A-8-4


     


    

 


	 	 	action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to 



 






    A-8-5


     


    

 


	 	 	any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing


 






    A-8-6


     


    

 


Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-8-7


     


    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-S Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A-S
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-8-8


     


    


 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class A-S Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class A-S Certificate of the entire Percentage Interest represented by the within Class A-S
Certificates to the above-named Assignee(s) and to deliver such Class A-S Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-8-9


     


    


 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-8-10


     


    







 


EXHIBIT
A-9


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 





		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global
Certificate legend.



 




    A-9-1


     


    


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS B


 


	Pass-Through Rate:  4.4681% per annum	 	 
	 	 	 
	First Distribution Date: March 15, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class B Certificates:  $38,820,000	 	Scheduled Final Distribution Date: the Distribution Date in January 2029
	 	 	 
	
        CUSIP:  08160J AJ6

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:     US08160JAJ60

         

        Common Code: 195118329

        
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class B Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F,
Class G, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class B Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    A-9-2


     


    

 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class B
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to


 






    A-9-3


     


    

 


any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the 



 






    A-9-4


     


    

 


	 	 	action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to 



 






    A-9-5


     


    

 


	 	 	any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing


 






    A-9-6


     


    

 


Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-9-7


     


    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class B Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class B
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-9-8


     


    


 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class B Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class B Certificate of the entire Percentage Interest represented by the within Class B
Certificates to the above-named Assignee(s) and to deliver such Class B Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-9-9


     


    


 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-9-10


     


    




 


EXHIBIT
A-10


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS C


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 





		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global
Certificate legend.



 




    A-10-1


     


    


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS C


 


	Pass-Through Rate:  The lesser of 4.9706% and the WAC Rate	 	 
	 	 	 
	First Distribution Date: March 15, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class C Certificates:  $39,869,000	 	Scheduled Final Distribution Date: the Distribution Date in January 2029
	 	 	 
	
        CUSIP:  08160J AK3

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US08160JAK34

         

        Common Code: 195118345

        
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class C Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F,
Class G, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class C Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    A-10-2


     


    

 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class C
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to


 






    A-10-3


     


    

 


any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the 



 






    A-10-4


     


    

 


	 	 	action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to



 






    A-10-5


     


    

 


	 	 	any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,  



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing


 






    A-10-6


     


    

 


Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-10-7


     


    


 


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class C Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class C
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-10-8


     


    


 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class C Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class C Certificate of the entire Percentage Interest represented by the within Class C
Certificates to the above-named Assignee(s) and to deliver such Class C Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-10-9


     


    


 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-10-10


     


    


 


EXHIBIT
A-11


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS X-b


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE 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.


 


THIS CLASS X-B CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 





 



  


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.




 






    A-11-1


     


    

 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL
THE EQUITY OWNERS COME WITHIN THE MEANING OF, 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 FEDERAL SECURITIES LAWS AND 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-11-2


     


    

 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS X-B


 


	Pass-Through Rate:  Variable IO4	 	 
	 	 	 
	First Distribution Date: March 15, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates:  $78,689,000	 	Scheduled Final Distribution Date:  the Distribution Date in January 2029
	 	 	 


	
        CUSIP:    08160J AL15

        U0810M AA66

        08160J AM97

        

         
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:       US08160JAL178

        USU0810MAA639

        US08160JAM9910

         
	 	 
	Common Code: 195118329	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-B Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F,


 





 



  


4
The initial approximate Pass-Through Rate as of the Closing Date is 0.2799% per annum.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates



 






    A-11-3


     


    

 


Class
G, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class X-B Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, with respect to the Class X-B Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be
entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-B Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. 


 






    A-11-4


     


    

 


Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 






    A-11-5


     


    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the
right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling
and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Companion
Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the
party requesting such amendment, unless the Master Servicer,


 






    A-11-6


     


    

 


the Special Servicer or the Trustee is requesting an amendment for
the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket


 






    A-11-7


     


    

 


expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the
Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with
respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting
such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable,
together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such
Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed
to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-11-8


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-B Certificate to be duly executed.





 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory






 


Dated: February 14, 2019


 


CERTIFICATE OF
AUTHENTICATION


 


This is one of the
Class X-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory





 




    A-11-9


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-B Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-B Certificate of the entire Percentage Interest represented by the within
Class X-B Certificates to the above-named Assignee(s) and to deliver such Class X-B Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number





 




    A-11-10


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


  




    A-11-11


     


    

 


EXHIBIT
A-12


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS X-D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS D AND CLASS E CERTIFICATES. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-D CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 





 



  


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.




 






    A-12-1


     


    

 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL
THE EQUITY OWNERS COME WITHIN THE MEANING OF, 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 FEDERAL SECURITIES LAWS AND 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-12-2


     


    

 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS X-D


 


	Pass-Through Rate:  Variable IO4	 	 
	 	 	 
	First Distribution Date: March 15, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-D Certificates:  $46,163,000	 	Scheduled Final Distribution Date:  the Distribution Date in February 2029
	 	 	 


	
        CUSIP:   08160J
AN75

U0810M AB46

08160J AP27

         


         
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:       US08160JAN728

        USU0810MAB479

        US08160JAP2110

         
	 	 
	Common Code: 195118493	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-D Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F,





 





 









 


		4	The initial approximate Pass-Through Rate as of the Closing
Date is 2.0026% per annum.



 


		5	For Rule 144A Certificates



 


		6	For Regulation S Certificates



 


		7	For IAI Certificates



 


		8	For Rule 144A Certificates



 


		9	For Regulation S Certificates



 


		10	For IAI Certificates




 






    A-12-3


     


    

 


Class G, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class X-D Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, with respect to the Class X-D Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be
entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-D Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held.


 






    A-12-4


     


    

 


Subject
to applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not
adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which
may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus
or to correct any error;



 






    A-12-5


     


    

 


		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution
Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests
of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions
(A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust
or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator
have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the
action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not
adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any
existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined
that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee,
(C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion
thereof) 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 any risk retention requirements
no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not
adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing
Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer
without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect
such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided,
further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating
Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the
right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling
and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Companion
Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the
party requesting such amendment, unless the Master Servicer,


 






    A-12-6


     


    

 


the Special Servicer or the Trustee is requesting an amendment for
the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any
Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket


 






    A-12-7


     


    

 


expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the
Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with
respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting
such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable,
together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such
Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed
to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-12-8


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-D Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory






 


Dated: February 14, 2019


 


CERTIFICATE OF
AUTHENTICATION


 


This is one of the
Class X-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory









 




    A-12-9


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-D Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-D Certificate of the entire Percentage Interest represented by the within
Class X-D Certificates to the above-named Assignee(s) and to deliver such Class X-D Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number





 




    A-12-10


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


  




    A-12-11


     


    

 


EXHIBIT
A-13


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS X-F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-F CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 





 



  


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.



 






    A-13-1


     


    

 



THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL
THE EQUITY OWNERS COME WITHIN THE MEANING OF, 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 FEDERAL SECURITIES LAWS AND 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 (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR
LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”),
OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG.
SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT”
WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING
AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY
GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL
NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-13-2


     


    

 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS X-F


 


	Pass-Through Rate:  1.2500% per annum	 	 
	 	 	 
	First Distribution Date: March 15, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-F Certificates:  $20,984,000	 	Scheduled Final Distribution Date:  the Distribution Date in February 2029
	 	 	 


	
        CUSIP:   08160J
AQ04

U0810M AC25

08160J AR86

        
	 	Initial Notional Amount of this Certificate: $[_____]
	 	 	 
	
        ISIN:      US08160JAQ047

        USU0810MAC208

        US08160JAR869

         
	 	 
	Common Code: 189130821	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-F Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F,





 





 









 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates


 






    A-13-3


     


    

 


Class G, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class X-F Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 



This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, with respect to the Class X-F Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-F Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any


 






    A-13-4


     


    

 


Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not
adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 






    A-13-5


     


    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the
right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling
and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Companion
Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the
party requesting such amendment, unless the Master Servicer,


 






    A-13-6


     


    

 


the Special Servicer or the Trustee is requesting an amendment for
the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket


 






    A-13-7


     


    

 


expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the
Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with
respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting
such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable,
together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such
Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed
to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-13-8


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-F Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory









 


Dated: February 14, 2019


 


CERTIFICATE OF
AUTHENTICATION


 


This is one of the
Class X-F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 







    A-13-9


     


    

ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-F Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-F Certificate of the entire Percentage Interest represented by the within
Class X-F Certificates to the above-named Assignee(s) and to deliver such Class X-F Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number


 







    A-13-10


     


    

 


DISTRIBUTION INSTRUCTIONS


 


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


  




    A-13-11


     


    

 


EXHIBIT
A-14


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS X-G


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS G CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-G CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 





 



  


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.



 






    A-14-1


     


    

  


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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL
THE EQUITY OWNERS COME WITHIN THE MEANING OF, 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 FEDERAL SECURITIES LAWS AND 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 (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR
LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”),
OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG.
SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT”
WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING
AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY
GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL
NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-14-2


     


    

 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS X-G


 


	Pass-Through Rate:  1.2500% per annum	 	 
	 	 	 
	First Distribution Date: March 15, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-G Certificates:  $9,443,000	 	Scheduled Final Distribution Date:  the Distribution Date in February 2029
	 	 	 


	
        CUSIP:   08160J
AS64

U0810M AD05

08160J AT46

        
	 	Initial Notional Amount of this Certificate: $[_____]
	 	 	 
	
        ISIN:      US08160JAS697

        USU0810MAD038

        US08160JAT439

         
	 	 
	Common Code: 195118469	 	 
	No.:  [1]	 	 





 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-G Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans)
are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and
Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-H, Class X-J, Class D, Class
E, Class F,


 





 



  


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates


 






    A-14-3


     


    

 



Class G, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class X-G Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 



This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, with respect to the Class X-G Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-G Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any


 






    A-14-4


     


    

 


Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not
adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which
may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus
or to correct any error;



 






    A-14-5


     


    

 


		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution
Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests
of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions
(A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust
or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator
have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the
action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not
adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any
existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined
that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee,
(C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion
thereof) 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 any risk retention requirements
no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not
adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing
Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer
without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect
such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided,
further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating
Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the
right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling
and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Companion
Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the
party requesting such amendment, unless the Master Servicer,


 






    A-14-6


     


    

 


the Special Servicer or the Trustee is requesting an amendment for
the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket


 






    A-14-7


     


    

 


expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the
Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with
respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting
such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable,
together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such
Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed
to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-14-8


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-G Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: February 14, 2019


 


CERTIFICATE OF
AUTHENTICATION


 


This is one of the
Class X-G Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-14-9


     


    

ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-G Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-G Certificate of the entire Percentage Interest represented by the within
Class X-G Certificates to the above-named Assignee(s) and to deliver such Class X-G Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number


 




    A-14-10


     


    

 


DISTRIBUTION INSTRUCTIONS


 


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


  




    A-14-11


     


    

 


EXHIBIT
A-15


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS X-H


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS H CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-H CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 





 



  


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.



 






    A-15-1


     


    

 



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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL
THE EQUITY OWNERS COME WITHIN THE MEANING OF, 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 FEDERAL SECURITIES LAWS AND 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 (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR
LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”),
OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG.
SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT”
WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING
AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY
GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL
NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-15-2


     


    

BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS X-H


 


	Pass-Through Rate:  1.2500% per annum	 	 
	 	 	 
	First Distribution Date: March 15, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-H Certificates:  $9,442,000	 	Scheduled Final Distribution Date:  the Distribution Date in February 2029
	 	 	 


	
        CUSIP:  08160J AU14

        U0810M AE85

        08160J AV96

        

         
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:      US08160JAU167

        USU0810MAE858

        US08160JAV989

         
	 	 
	Common Code: 195118442	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-H Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-J, Class D, Class E, Class F,


 





 






 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates



 






    A-15-3


     


    

 


Class
G, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class X-H Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, with respect to the Class X-H Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-H Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any


 






    A-15-4


     


    

 


Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not
adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which
may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus
or to correct any error;



 






    A-15-5


     


    

 


		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution
Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests
of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions
(A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust
or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator
have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the
action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not
adversely affect in any material respect the interests of any holder of the Certificates, (B) to restrict (or to remove any
existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined
that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee,
(C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion
thereof) 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 any risk retention requirements
no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not
adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing
Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer
without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect
such party or materially increase such party’s obligations under the Pooling and Servicing Agreement); provided,
further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating
Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the
right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling
and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Companion
Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the
party requesting such amendment, unless the Master Servicer,


 






    A-15-6


     


    

 


the Special Servicer or the Trustee is requesting an amendment for
the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any
Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket


 






    A-15-7


     


    

 


expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the
Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with
respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting
such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable,
together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such
Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed
to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-15-8


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-H Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory





 


Dated: February 14, 2019


 


CERTIFICATE OF
AUTHENTICATION


 


This is one of the
Class X-H Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 







    A-15-9


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-H Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-H Certificate of the entire Percentage Interest represented by the within
Class X-H Certificates to the above-named Assignee(s) and to deliver such Class X-H Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number


 




    A-15-10


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-15-11


     


    


 


EXHIBIT
A-16


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS X-J


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS J CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-J CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 





 



 





		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    A-16-1


     


    

 


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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL
THE EQUITY OWNERS COME WITHIN THE MEANING OF, 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 FEDERAL SECURITIES LAWS AND 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 (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR
LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”),
OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG.
SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT”
WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING
AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY
GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL
NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-16-2


     


    


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS X-J


 


	Pass-Through Rate:  1.2500% per annum	 	 
	 	 	 
	First Distribution Date: March 15, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-J Certificates:  $25,180,928	 	Scheduled Final Distribution Date:  the Distribution Date in February 2029
	 	 	 


	
        CUSIP:    08160J AW74

        U0810M AF55

        08160J AX56

         

        

        

        

         
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:       US08160JAW717

        USU0810MAF508

        US08160JAX549

         
	 	 
	Common Code: 195118434	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-J Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F,


 





 



 





4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9 For IAI Certificates


 






    A-16-3


     


    

 


Class G, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class X-J Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, with respect to the Class X-J Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-J Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any


 






    A-16-4


     


    

 


Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not
adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 






    A-16-5


     


    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the
right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling
and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Companion
Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the
party requesting such amendment, unless the Master Servicer,


 






    A-16-6


     


    

 


the Special Servicer or the Trustee is requesting an amendment for
the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket


 






    A-16-7


     


    

 


expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-16-8


     


    


 




IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-J Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class X-J
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-16-9


     


    


 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class X-J Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class X-J Certificate of the entire Percentage Interest represented by the within Class X-J
Certificates to the above-named Assignee(s) and to deliver such Class X-J Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-16-10


     


    


 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-16-11


     


    


  


EXHIBIT
A-17


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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.


 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.


 





 



 





		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    A-17-1


     


    

 


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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL
THE EQUITY OWNERS COME WITHIN THE MEANING OF, 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 FEDERAL SECURITIES LAWS AND 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-17-2


     


    


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS D


 


	Pass-Through Rate:  3.0000% per annum	 	 
	 	 	 
	First Distribution Date: March 15, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class D Certificates:  $26,229,000	 	Scheduled Final Distribution Date: the Distribution Date in January 2029
	 	 	 


	
        CUSIP:   08160J AY34

        U0810M AG35

        08160J AZ06

        

        

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US08160JAY387

        USU0810MAG348

        US08160JAZ039

         
	 	 
	Common Code: 195118426	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class D Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
and held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,


 





 



 





4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9 For IAI Certificates


 






    A-17-3


     


    

 


Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class E, Class F,
Class G, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class D Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class D
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class D Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of


 






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maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






    A-17-5


     


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or


 






    A-17-6


     


    

 


rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of


 






    A-17-7


     


    

 


the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-17-8


     


    


 




IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class D Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class D
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-17-9


     


    


 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class D Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class D Certificate of the entire Percentage Interest represented by the within Class D
Certificates to the above-named Assignee(s) and to deliver such Class D Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-17-10


     


    


 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-17-11


     


    





 


EXHIBIT
A-18


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 





 



 





		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global
Certificate legend.



 











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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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, 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 FEDERAL SECURITIES LAWS AND 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




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BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS E


 


	Pass-Through Rate:  3.0000% per annum	 	 
	 	 	 
	First Distribution Date: March 15, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class E Certificates: $19,934,000	 	Scheduled Final Distribution Date: the Distribution Date in February 2029
	 	 	 


	
        CUSIP:   08160J BA44

        U0810M AH15

        08160J BB26

        

        

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US08160JBA437

        USU0810MAH178

        US08160JBB269

         
	 	 
	Common Code: 195118418	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class E Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,


 





 



 





4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9 For IAI Certificates


 











    A-18-3


     


    

 


Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class F,
Class G, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class E Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class E Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class E Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of


 






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maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






    A-18-5


     


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or
consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class
Representative without the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the
Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan
Seller; (D) change in any manner the obligations or


 






    A-18-6


     


    

 


rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of


 






    A-18-7


     


    

 


the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-18-8


     


    


 




IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class E Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class E
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-18-9


     


    


 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class E Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class E Certificate of the entire Percentage Interest represented by the within Class E
Certificates to the above-named Assignee(s) and to deliver such Class E Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-18-10


     


    


 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-18-11


     


    


  


EXHIBIT
A-19


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 





 



 





		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    A-19-1


     


    

 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, 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 FEDERAL SECURITIES LAWS AND 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 (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-19-2


     


    


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS F


 


	Pass-Through Rate:  The WAC Rate minus 1.250% per annum4	 	 
	 	 	 
	First Distribution Date: March 15, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class F Certificates: $20,984,000	 	Scheduled Final Distribution Date: the Distribution Date in February 2029
	 	 	 


	
        CUSIP:   08160J BC05

        U0810M AJ76

        08160J BD87

        

        

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US08160JBC098

        USU0810MAJ729

        US08160JBD8110

         
	 	 
	Common Code: 195118400	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class F Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision


 





 



 





4
The initial approximate Pass-Through Rate as of the Closing Date is 3.7526%
per annum.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10 For IAI Certificates


 






    A-19-3


     


    

 


of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E,
Class G, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class F Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class F Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class F Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been


 






    A-19-4


     


    

 


surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






    A-19-5


     


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or


 






    A-19-6


     


    

 


rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of


 






    A-19-7


     


    

 


the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-19-8


     


    


 




IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class F Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated:  February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class F
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:  February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-19-9


     


    


 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class F Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class F Certificate of the entire Percentage Interest represented by the within Class F
Certificates to the above-named Assignee(s) and to deliver such Class F Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-19-10


     


    


 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-19-11


     


    





 


EXHIBIT
A-20


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS G


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 





 



 





		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    A-20-1


     


    

 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, 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 FEDERAL SECURITIES LAWS AND 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 (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-20-2


     


    


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS G


 


	Pass-Through Rate:  The WAC Rate minus 1.250% per annum4	 	 
	 	 	 
	First Distribution Date: March 15, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class G Certificates: $9,443,000	 	Scheduled Final Distribution Date: the Distribution Date in February 2029
	 	 	 


	
        CUSIP:   08160J BE65

        U0810M AK46

        08160J BF37

        

        

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US08160JBE648

        USU0810MAK469

        US08160JBF3010

         
	 	 
	Common Code: 189130686	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class G Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision


 





 



 





4
The initial approximate Pass-Through Rate as of the Closing Date is 3.7526%
per annum.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10 For IAI Certificates


 







 






    A-20-3


     


    

 


of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E,
Class F, Class H, Class J, Class R, Class S and Class VRR Certificates (together with the Class G Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class G Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class G Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been


 






    A-20-4


     


    

 


surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






    A-20-5


     


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or


 






    A-20-6


     


    

 


rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of


 






    A-20-7


     


    

 


the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-20-8


     


    


 




IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class G Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class G
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-20-9


     


    


 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class G Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class G Certificate of the entire Percentage Interest represented by the within Class G
Certificates to the above-named Assignee(s) and to deliver such Class G Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-20-10


     


    


 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-20-11


     


    



 


EXHIBIT
A-21


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS H


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 





 



 


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.



 







    A-21-1


     


    

 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, 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 FEDERAL SECURITIES LAWS AND 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 (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-21-2


     


    

 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS H


 


	Pass-Through Rate:  The WAC Rate minus 1.250% per annum4	 	 
	 	 	 
	First Distribution Date: March 15, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class H Certificates: $9,442,000	 	Scheduled Final Distribution Date: the Distribution Date in February 2029
	 	 	 


	
        CUSIP:   08160J BG15

        U0810M AL26

        08160J BH97

        

        

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US08160JBG138

        USU0810MAL299

        US08160JBH9510

         
	 	 
	Common Code: 195118370	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class H Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision


 





 



 


		4	The initial approximate
Pass-Through Rate as of the Closing Date is 3.7526% per annum.



 


		5	For Rule 144A Certificates



 


		6	For Regulation S Certificates



 


		7	For IAI Certificates



 


		8	For Rule 144A Certificates



 


		9	For Regulation S Certificates



 


		10	For IAI Certificates



 




    A-21-3


     


    

 


of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E,
Class F, Class G, Class J, Class R, Class S and Class VRR Certificates (together with the Class H Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class H Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class H Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been


 



    A-21-4


     


    

 


surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






    A-21-5


     


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or


 



    A-21-6


     


    

 


rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of


 



    A-21-7


     


    

 


the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-21-8


     


    



 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class H Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class H
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-21-9


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class H Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class H Certificate of the entire Percentage Interest represented by the within Class H
Certificates to the above-named Assignee(s) and to deliver such Class H Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-21-10


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-21-11


     


    




 





EXHIBIT
A-22


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS J


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 





 



 


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.



 







    A-22-1


     


    

 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, 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 FEDERAL SECURITIES LAWS AND 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 (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-22-2


     


    

 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS J


 


	Pass-Through Rate:  The WAC Rate minus 1.250% per annum4	 	 
	 	 	 
	First Distribution Date: March 15, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class J Certificates: $25,180,928	 	Scheduled Final Distribution Date: the Distribution Date in February 2029
	 	 	 


	
        CUSIP:  08160J BJ55

        U0810M AM06

        08160J BK27

        

        

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US08160JBJ518

        USU0810MAM029

        US08160JBK2510

         
	 	 
	Common Code: 195118361	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class J Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision


 





 



 


		4	The initial approximate
Pass-Through Rate as of the Closing Date is 3.7526% per annum.



 


		5	For Rule 144A Certificates



 


		6	For Regulation S Certificates



 


		7	For IAI Certificates



 


		8	For Rule 144A Certificates



 


		9	For Regulation S Certificates



 


		10	For IAI Certificates



 




    A-22-3


     


    

 


of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E,
Class F, Class G, Class H, Class R, Class S and Class VRR Certificates (together with the Class J Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class J Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class J Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been


 



    A-22-4


     


    

 


surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






    A-22-5


     


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or
consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class
Representative without the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the
Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan
Seller; (D) change in any manner the obligations or


 



    A-22-6


     


    

 


rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of


 



    A-22-7


     


    

 


the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-22-8


     


    

 




IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class J Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class J
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-22-9


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class J Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class J Certificate of the entire Percentage Interest represented by the within Class J
Certificates to the above-named Assignee(s) and to deliver such Class J Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-22-10


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-22-11


     


    

 


EXHIBIT
A-23


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS R


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
ONLY BE TRANSFERRED TO AND OWNED BY A QIB.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE COMPANY THAT
IS USING THE ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR SIMILAR LAW TO INCLUDE ASSETS OF PLANS)), OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS
A “RESIDUAL INTEREST” IN EACH OF TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN code SECTIONS 860G(a)(2) AND 860D. EACH TRANSFEREE OF THIS CERTIFICATE,
BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED
ORGANIZATIONS, disqualified NON-U.S. tax PERSONS OR AGENTS OF EITHER, AS SET FORTH
IN SECTIONS 5.02 AND 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR
AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM
IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION
AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT


 



    A-23-1


     


    

 


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. 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.


 


TRANSFERS OF THIS CERTIFICATE
AND/OR INTERESTS HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE
TRANSFER RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR
TRANSFEREE, AS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 




    A-23-2


     


    

 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS R


 


	Percentage Interest:  [     ]%	 	 
	 	 	 
	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).	 	 
	 	 	 


	
        CUSIP: 08160J BL0

         
	 	 
	
        ISIN:     US08160JBL08
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of an interest in a Trust Fund, including
the distributions to be made with respect to the Class R Certificates. The Trust Fund, described more fully below, consists
primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S,
Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class
G, Class H, Class J, Class S and Class VRR Certificates (together with the Class R Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
the “residual interest” in each of two “real estate mortgage investment conduits,” as those terms are defined,
respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 






    A-23-3


     


    

 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of the aggregate amount, if any, with respect to the Class R Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the


 



    A-23-4


     


    

 


Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 



 






    A-23-5


     


    

 


amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;


 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 






    A-23-6


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class


 



    A-23-7


     


    

 


Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-23-8


     


    

 




IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class R Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class R
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-23-9


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class R Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class R Certificate of the entire Percentage Interest represented by the within Class R
Certificates to the above-named Assignee(s) and to deliver such Class R Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-23-10


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-23-11


     


    







 


EXHIBIT
A-24


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS S


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE,
ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE 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, OR (2) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR
IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, 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 FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY ONLY BE TRANSFERRED
TO AND OWNED BY A PERSON THAT IS EITHER (A) A QIB OR (B) OTHER INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING
OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY
OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR
LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”),
OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG.
SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE COMPANY THAT IS USING THE ASSETS OF SEPARATE
ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR SIMILAR LAW TO INCLUDE ASSETS
OF PLANS)), OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
BENEFICIAL INTEREST IN CERTAIN ASSETS OF A GRANTOR TRUST CONSISTING PRIMARILY OF ANY EXCESS INTEREST COLLECTED ON THE ARD MORTGAGE
LOANS AND AMOUNTS HELD FROM TIME TO TIME IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT.


 






    A-24-1


     


    

 


TRANSFERS OF THIS CERTIFICATE AND/OR INTERESTS
HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE TRANSFER
RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR TRANSFEREE,
AS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 




    A-24-2


     


    

 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS S


 


	Percentage Interest:  [     ]%	 	 
	 	 	 
	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).	 	 
	 	 	 


	
        CUSIP:   08160J BN61

        08160J BP12

         
	 	 
	
        ISIN:       US08160JBN633

US08160JBP124
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] [as nominee] is the registered owner of an interest in a Trust
Fund, including the distributions to be made with respect to the Class S Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and held
in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and
the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are to
be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E,
Class F, Class G, Class H, Class J, Class R and Class VRR Certificates (together with the Class S Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 





 



 


		1	For Rule 144A Certificates



 


		2	For IAI Certificates



 


		3	For Rule 144A Certificates



 


		4	For IAI Certificates



 







    A-24-3


     


    

 


This Certificate represents
a beneficial ownership interest in certain assets of a grantor trust consisting primarily of any Excess Interest collected on the
ARD Mortgage Loans and amounts held from time to time in the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of the aggregate amount then distributable, if any, with respect to the Class S Certificates for such Distribution Date, all
as more fully described in the Pooling and Servicing Agreement.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, Excess Interest actually collected in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan


 



    A-24-4


     


    

 


Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the 



 





    A-24-5


     


    

 


action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;


 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right to
receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the
Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Companion
Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the
party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for
the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 






    A-24-6


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by


 



    A-24-7


     


    

 


the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-24-8


     


    

 




IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class S Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class S
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-24-9


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class S Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class S Certificate of the entire Percentage Interest represented by the within Class S
Certificates to the above-named Assignee(s) and to deliver such Class S Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-24-10


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-24-11


     


    







 


EXHIBIT
A-25


 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS VRR


 


[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE 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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, 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 FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 





 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 







    A-25-1


     


    

 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) THIS CERTIFICATE IS ACQUIRED
BY SUCH PERSON THROUGH CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC. OR J.P. MORGAN SECURITIES LLC, (II) SUCH PERSON
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (III)
ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE
COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS
AN UNDIVIDED BENEFICIAL INTEREST IN CERTAIN ASSETS OF A GRANTOR TRUST CONSISTING PRIMARILY OF (I) 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, AND DISTRIBUTIONS THEREON, AND (II) ANY EXCESS INTEREST COLLECTED ON THE
ARD MORTGAGE LOANS AND AMOUNTS HELD FROM TIME TO TIME IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT.


 


THIS CERTIFICATE IS INTENDED
TO CONSTITUTE PART OF AN “ELIGIBLE VERTICAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING
SET FORTH IN REGULATION RR. 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-25-2


     


    

 


BENCHMARK 2019-B9 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B9, CLASS VRR


 


	Pass-Through Rate:  N/A. The Class VRR Certificates will not have a Pass-Through Rate, but will entitle Holders to interest on any Distribution Date equal to the VRR Interest Distribution Amount for such Distribution Date.	 	 
	 	 	 
	First Distribution Date: March 15, 2019	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February 2019 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to February 2019, the date that would have been its Due Date in February 2019 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class VRR Certificates: $44,175,891	 	Scheduled Final Distribution Date: the Distribution Date in February 2029
	 	 	 


	
        CUSIP:   08160J BQ93

        U0810M AQ14

        08160J BR75

        

        

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US08160JBQ946

USU0810MAQ167

US08160JBR778
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class VRR Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties and
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing


 





 



 


		3	For Rule 144A Certificates



 


		4	For Regulation S Certificates



 


		5	For IAI Certificates



 


		6	For Rule 144A Certificates



 


		7	For Regulation S Certificates



 


		8	For IAI Certificates



 




    A-25-3


     


    

 


Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E,
Class F, Class G, Class H, Class J, Class R and Class S Certificates (together with the Class VRR Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
an undivided beneficial interest in certain assets of a grantor trust consisting primarily of (i) 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, and distributions thereon, and (ii) any Excess Interest collected on the
ARD Mortgage Loans and amounts held from time to time in the Excess Interest Distribution Account.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in March 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class VRR Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written 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 distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of


 



    A-25-4


     


    

 


maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) all Initial Interest Deposit
Amounts.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, 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 the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






    A-25-5


     


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or
consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class
Representative without the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Operating Advisor without the consent of the
Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan
Seller; (D) change in any manner the obligations or


 



    A-25-6


     


    

 


rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent, or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of


 



    A-25-7


     


    

 


the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase
Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-25-8


     


    

 




IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class VRR Certificate to be duly executed.


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: February 14, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class VRR
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 14, 2019


 





	 	CITIBANK, N.A.,
not in its individual capacity but solely

as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-25-9


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_____________________________ _____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class VRR Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class VRR Certificate of the entire Percentage Interest represented by the within Class VRR
Certificates to the above-named Assignee(s) and to deliver such Class VRR Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    A-25-10


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________


	 



Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________
as its (their) agent.


 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-25-11


     


    


 





  





EXHIBIT B



MORTGAGE LOAN SCHEDULE


 




    B-1 


     


    



 





BMARK 2019-B9 Mortgage Loan Schedule


 


	Loan	 	 	 	 	 	 	Cut-Off Date	 	Mortgage	Remaining Term To	 	Remaining Amortization	Master Servicing	Primary Servicing	Subservicing
	Number	Footnotes	Property Name	Address	City	State	Zip Code	Balance ($)	Flood Zone	Rate	Maturity / ARD (Mos.)	Maturity Date / ARD	Term (Mos.)	Fee Rate (%)	Fee Rate (%)	Fee Rate (%)
	1	 	3 Park Avenue	3 Park Avenue	New York	New York	10016	88,000,000	No	4.75000%	118	12/6/2028	0	0.00125%	0.00125%	NAP
	2	 	Country Club Plaza	115 & 117 West Century Road	Paramus	New Jersey	07652	47,000,000	No	5.36000%	118	12/6/2028	0	0.00125%	0.01125%	NAP
	3	 	Plymouth Corporate Center	1405 Xenium Lane North	Plymouth	Minnesota	55441	47,000,000	No	4.99000%	119	1/6/2029	360	0.00125%	0.00125%	NAP
	4	 	Kawa Mixed Use Portfolio	 	 	 	 	36,500,000	No	5.08000%	118	12/6/2028	0	0.00125%	0.00000%	NAP
	4.01	 	Gavilon Headquarters	1331 Capitol Avenue	Omaha	Nebraska	68102	 	No	 	 	 	 	 	 	 
	4.02	 	Northland Innovation Campus	6889 North Oak Trafficway	Gladstone	Missouri	64118	 	No	 	 	 	 	 	 	 
	4.03	 	Oerlikon Industrial Facility	41144 Concept Drive	Plymouth	Michigan	48170	 	No	 	 	 	 	 	 	 
	4.04	 	Essence Group Headquarters	13900 Riverport Drive	Maryland Heights	Missouri	63043	 	No	 	 	 	 	 	 	 
	5	 	Staples Strategic Industrial	 	 	 	 	35,000,000	No	4.91800%	116	10/6/2028	0	0.00125%	0.00000%	NAP
	5.01	 	Staples - Hagerstown, MD	11540 Hopewell Road	Hagerstown	Maryland	21740	 	No	 	 	 	 	 	 	 
	5.02	 	Staples - Montgomery, NY	100 Hadden Drive	Montgomery	New York	12549	 	No	 	 	 	 	 	 	 
	5.03	 	Staples - Terre Haute, IN	700 East Industrial Drive	Terre Haute	Indiana	47802	 	No	 	 	 	 	 	 	 
	5.04	 	Staples - London, OH	500 East High Street	London	Ohio	43140	 	No	 	 	 	 	 	 	 
	5.05	 	Staples - Beloit, WI	3140 East Colley Road	Beloit	Wisconsin	53511	 	No	 	 	 	 	 	 	 
	5.06	 	Staples - Dayville, CT	155 Tracy Road	Killingly	Connecticut	06241	 	No	 	 	 	 	 	 	 
	5.07	 	Staples - Arden Hills, MN	1233 County Road East West	Arden Hills	Minnesota	55112	 	No	 	 	 	 	 	 	 
	5.08	 	Staples - Putnam, CT	15 Ridge Road	Putnam	Connecticut	06260	 	No	 	 	 	 	 	 	 
	6	 	210 East 39th Street	210 East 39th Street	New York	New York	10016	33,900,000	No	5.18828%	120	2/6/2029	0	0.00125%	0.00125%	NAP
	7	 	Fairbridge Office Portfolio	 	 	 	 	32,750,000	No	4.84000%	118	12/6/2028	360	0.00125%	0.00125%	NAP
	7.01	 	Oak Brook Gateway	1111 West 22nd Street	Oak Brook	Illinois	60523	 	No	 	 	 	 	 	 	 
	7.02	 	Cornerstone I at Cantera	4320 Winfield Road	Warrenville	Illinois	60555	 	No	 	 	 	 	 	 	 
	8	 	10 Brookline Place	10 Brookline Place	Brookline	Massachusetts	02445	32,000,000	No	4.33700%	118	12/1/2028	0	0.00125%	0.00000%	NAP
	9	 	Oracle Crossings	7607-7841 North Oracle Road	Oro Valley	Arizona	85704	30,795,000	No	4.88000%	119	1/6/2029	360	0.00125%	0.00125%	NAP
	10	(1)	Liberty Station Retail	2401, 2445 & 2495 Truxtun Road, 2850 Womble Road, 2400 Historic Decatur, 2881 Roosevelt Road, 2816, 2863 & 2965 Historic Decatur Road, 2860 & 2865 Sims Road, 2855 Perry Road, 2750 Dewey Road and 2556, 2560, 2588 Laning Road	San Diego	California	92106	30,000,000	No	5.23000%	118	12/1/2028	0	0.00125%	0.00000%	0.02250%
	11	 	PSM Building	1440 West Indiantown Road	Jupiter	Florida	33458	27,250,000	No	4.94000%	119	1/1/2029	0	0.00125%	0.00000%	0.02125%
	12	 	AC Marriott Downtown Tucson	151 East Broadway Boulevard & 256-278 East Congress Street	Tucson	Arizona	85701	25,000,000	No	5.38000%	119	1/6/2029	360	0.00125%	0.00125%	NAP
	13	 	Woodbury Medical Office	800 Woodbury Road, 65, 105, 175 and 225 Froehlich Farm Road and 99 Sunnyside Boulevard	Woodbury	New York	11797	24,500,000	No	4.67000%	118	12/6/2028	0	0.00125%	0.00125%	NAP
	14	 	Biltmore Portfolio	 	 	 	 	22,100,000	Various	4.95000%	120	2/6/2029	300	0.00125%	0.00125%	NAP
	14.01	 	Kitchin Place	1-9 Kitchin Place	Asheville	North Carolina	28803	 	Yes - Zone AE	 	 	 	 	 	 	 
	14.02	 	26 All Souls Crescent	26 All Souls Crescent	Asheville	North Carolina	28803	 	No	 	 	 	 	 	 	 
	14.03	 	Melrose Place	5614 Kingston Pike	Knoxville	Tennessee	37919	 	No	 	 	 	 	 	 	 
	14.04	 	Village at Pelican Point	2735 Highway 190	Mandeville	Louisiana	70471	 	No	 	 	 	 	 	 	 
	14.05	 	Harbison Crossing	201 Harbison Boulevard	Columbia	South Carolina	29212	 	No	 	 	 	 	 	 	 
	14.06	 	Jos. A Bank North Causeway 	3320 North Causeway Boulevard	Metairie	Louisiana	70002	 	No	 	 	 	 	 	 	 
	14.07	 	1 All Souls Crescent	1 All Souls Crescent	Asheville	North Carolina	28803	 	Yes - Zone AE	 	 	 	 	 	 	 
	14.08	 	Jos. A. Bank on I-55 Frontage Road	4870 Interstate 55 North	Jackson	Mississippi	39211	 	No	 	 	 	 	 	 	 
	14.09	 	39 Dogwood Road	39 Dogwood Road	Asheville	North Carolina	28806	 	No	 	 	 	 	 	 	 
	15	 	CubeSmart Phoenix & AAA Portfolio	 	 	 	 	21,000,000	No	5.34000%	118	12/6/2028	360	0.00125%	0.00125%	NAP
	15.01	 	AAA Storage City	3715 Argent Boulevard	Ridgeland	South Carolina	29936	 	No	 	 	 	 	 	 	 
	15.02	 	CubeSmart PHX - E Washington St.	3036 & 3122 East Washington Street	Phoenix	Arizona	85034	 	No	 	 	 	 	 	 	 
	15.03	 	CubeSmart PHX - N 43rd	1844 North 43rd Avenue	Phoenix	Arizona	85009	 	No	 	 	 	 	 	 	 
	16	 	Monarch Corporate Center	9909-9915 Mira Mesa Boulevard	San Diego	California	92131	19,795,000	No	4.65000%	119	1/1/2029	0	0.00125%	0.00000%	0.03125%
	17	 	Thunderbird Village	4601 East 18th Street	Vancouver	Washington	98661	19,000,000	Yes - AE	5.04000%	118	12/6/2028	360	0.00125%	0.00125%	NAP
	18	 	Walgreens Chicago	2817 North Clark Street	Chicago	Illinois	60657	18,635,000	No	5.05000%	118	12/6/2028	0	0.00125%	0.00000%	0.05000%
	19	 	New Jersey Self Storage Portfolio	 	 	 	 	17,750,000	No	5.30000%	119	1/6/2029	360	0.00125%	0.00125%	NAP
	19.01	 	Vineland Self Storage	820 North Delsea Drive	Vineland	New Jersey	8360	 	No	 	 	 	 	 	 	 
	19.02	 	Buena Self Storage	714 South Harding Highway and Wheat Road	Buena	New Jersey	8310	 	No	 	 	 	 	 	 	 
	19.03	 	South Vineland	1851 South East Avenue	Vineland	New Jersey	8360	 	No	 	 	 	 	 	 	 
	20	 	Clocktower Square	2900 University Avenue	West Des Moines	Iowa	50266	15,952,113	No	5.50000%	117	11/6/2028	357	0.00125%	0.00125%	NAP
	21	 	Overlook Shopping Center	200 Line Creek Drive	Peachtree City	Georgia	30269	15,800,000	No	4.95000%	119	1/6/2029	360	0.00125%	0.00125%	NAP
	22	 	Aventura Mall	19501 Biscayne Boulevard	Aventura	Florida	33180	15,000,000	Yes - AE	4.12125%	113	7/1/2028	0	0.00125%	0.00000%	NAP
	23	 	Courtyard Farmington Hills	33043 Hamilton Court	Farmington Hills	Michigan	48334	13,487,380	No	5.53000%	119	1/6/2029	359	0.00125%	0.00125%	NAP
	24	 	8701 Georgia Avenue	8701 Georgia Avenue	Silver Spring	Maryland	20910	12,900,000	No	4.95000%	119	1/6/2029	0	0.00125%	0.00125%	NAP
	25	 	Home2 Suites Tampa USF	11606 McKinley Drive	Tampa	Florida	33612	12,550,000	No	5.23000%	119	1/6/2029	360	0.00125%	0.00125%	NAP
	26	 	1421 West Shure Drive	1421 West Shure Drive	Arlington Heights	Illinois	60004	12,376,000	No	5.09000%	117	11/1/2028	360	0.00125%	0.00000%	NAP
	27	 	Moser Apartments	1925 Moser Avenue	Dallas	Texas	75206	12,250,000	No	5.25000%	120	2/1/2029	0	0.00125%	0.00000%	0.04125%
	28	 	21 Astor	921 Northwest 21st Avenue	Portland	Oregon	97209	12,155,000	No	5.11000%	119	1/6/2029	0	0.00125%	0.00125%	0.03000%
	29	 	Hilton Garden Inn Flowood	118 Laurel Park Cove	Flowood	Mississippi	39232	11,987,986	No	5.25000%	119	1/1/2029	359	0.00125%	0.00000%	0.00125%
	30	 	Midwest Dollar General Portfolio	 	 	 	 	11,757,000	Various	5.04800%	118	12/6/2028	360	0.00125%	0.00125%	NAP
	30.01	 	Dollar General - Chattanooga	151 Browns Ferry Road	Chattanooga	Tennessee	37419	 	Yes - AE	 	 	 	 	 	 	 
	30.02	 	Dollar General - Dixon	100 East Third Street	Dixon	Missouri	65459	 	No	 	 	 	 	 	 	 
	30.03	 	Dollar General - Andalusia	700 6th Avenue West	Andalusia	Illinois	61232	 	No	 	 	 	 	 	 	 
	30.04	 	Dollar General - Warroad	59574 MN-11	Warroad	Minnesota	56763	 	No	 	 	 	 	 	 	 
	30.05	 	Dollar General - Baudette	703 Main Street West	Baudette	Minnesota	56623	 	No	 	 	 	 	 	 	 
	30.06	 	Dollar General - Woodhull	203 Southwest 5th Street	Woodhull	Illinois	61490	 	No	 	 	 	 	 	 	 
	30.07	 	Dollar General - Pillager	113 State 210 West	Pillager	Minnesota	56473	 	No	 	 	 	 	 	 	 
	30.08	 	Dollar General - Mapleton	315 North 4th Street	Mapleton	Iowa	51034	 	Yes - A	 	 	 	 	 	 	 
	30.09	 	Dollar General - Patton	Rural Route 5 Box 1239	Patton	Missouri	63662	 	No	 	 	 	 	 	 	 
	30.1	 	Dollar General - Perry	44093 MO-154	Perry	Missouri	63462	 	No	 	 	 	 	 	 	 
	30.11	 	Dollar General - Keosauqua	1208 Broad Street	Keosauqua	Iowa	52565	 	No	 	 	 	 	 	 	 
	30.12	 	Dollar General - Browerville	30921 US Highway 71	Browerville	Minnesota	56438	 	No	 	 	 	 	 	 	 
	30.13	 	Dollar General - Sumner	1307 West 1st Street	Sumner	Iowa	50674	 	No	 	 	 	 	 	 	 
	30.14	 	Dollar General - Hedrick	301 West 6th Street	Hedrick	Iowa	52563	 	No	 	 	 	 	 	 	 
	30.15	 	Dollar General - Wappapello	9898 Highway T	Wappapello	Missouri	63966	 	No	 	 	 	 	 	 	 
	31	 	Palo Verde Industrial	6221 & 6223 South Palo Verde Road	Tucson	Arizona	85706	11,418,909	No	4.90500%	115	9/6/2028	355	0.00125%	0.00125%	NAP
	32	 	120 Spring Street	120 Spring Street	New York	New York	10012	11,396,000	No	5.35000%	58	12/1/2023	0	0.00125%	0.00000%	0.00125%
	33	 	La Quinta Inn Berkeley	920 University Avenue	Berkeley	California	94710	10,500,000	No	5.20000%	84	2/1/2026	360	0.00125%	0.00000%	0.00125%
	34	 	Compass Self Storage MI & GA Portfolio	 	 	 	 	9,000,000	No	5.38000%	118	12/6/2028	360	0.00125%	0.00000%	0.05000%
	34.01	 	Stor-All Storage - Acworth, GA	5745 Bells Ferry Road	Acworth	Georgia	30102	 	No	 	 	 	 	 	 	 
	34.02	 	Compass Self Storage - Warren, MI	2420 East 14 Mile Road	Warren	Michigan	48092	 	No	 	 	 	 	 	 	 
	35	 	1516 North Orleans	1516 North Orleans Street	Chicago	Illinois	60610	8,700,000	No	5.28000%	118	12/6/2028	360	0.00125%	0.00125%	NAP
	36	 	Vista Park Office	2701-2801 South Kiwanis Avenue	Sioux Falls	South Dakota	57105	8,400,000	No	5.36500%	118	12/6/2028	360	0.00125%	0.00125%	0.03000%
	37	 	Rockwood Plaza Shopping Center	2208-2426 Southeast 182nd Avenue & 18415 Southeast Division Street	Gresham	Oregon	97233	8,250,000	No	4.89000%	118	12/6/2028	360	0.00125%	0.00125%	NAP
	38	 	735 Bedford Avenue	735 Bedford Avenue	Brooklyn	New York	11205	7,500,000	No	5.10000%	120	2/6/2029	0	0.00125%	0.00125%	NAP
	39	 	Quail Springs Shopping Center	2241 West Memorial Road	Oklahoma City	Oklahoma	73134	7,200,000	No	5.08000%	117	11/6/2028	360	0.00125%	0.00125%	NAP
	40	 	Best Western State College	115 Premiere Drive	State College	Pennsylvania	16801	6,750,000	No	5.25000%	120	2/6/2029	360	0.00125%	0.00125%	0.03000%
	41	 	Hampton Inn Princeton Indiana	107 South Richland Creek Drive	Princeton	Indiana	47670	6,143,753	No	5.19000%	119	1/6/2029	359	0.00125%	0.00125%	NAP
	42	 	Dupont Office Center	9910 Dupont Circle Drive	Fort Wayne	Indiana	46825	5,089,641	No	5.20000%	118	12/6/2028	358	0.00125%	0.00125%	NAP
	43	 	GRM Indianapolis	2002 South East Street	Indianapolis	Indiana	46225	4,979,921	No	6.00200%	57	11/6/2023	297	0.00125%	0.00125%	NAP
	44	 	Hampton Inn & Suites West Point	5821 Highway 45 Alternate South	West Point	Mississippi	39773	4,685,133	No	5.10000%	119	1/1/2029	359	0.00125%	0.00000%	0.00125%
	45	 	AAA Bypass Storage	277 Quality Drive	Georgetown	Kentucky	40324	4,525,000	No	5.27000%	119	1/6/2029	360	0.00125%	0.00125%	NAP
	46	 	Lynn Corporate Center	29445 Beck Road, 47705, 47757 & 47815 West Road	Wixom	Michigan	48393	4,250,000	No	4.49000%	119	1/6/2029	0	0.00125%	0.00125%	0.05000%
	47	 	Delta Self Storage	746 Knights Inn Drive	Lansing	Michigan	48917	3,150,000	No	5.34000%	119	1/6/2029	360	0.00125%	0.00125%	NAP
	48	 	Sahara Durango Shopping Center	8485 West Sahara Avenue	Las Vegas	Nevada	89117	3,000,000	No	4.44000%	119	1/6/2029	0	0.00125%	0.00125%	NAP
	49	 	Fresenius Medical Care South Elgin	770 North McLean Boulevard	South Elgin	Illinois	60177	2,722,232	No	5.19000%	119	1/1/2029	359	0.00125%	0.00125%	NAP
	50	 	Fresenius Medical Center Potosi	600 Purcell Drive	Potosi	Missouri	63664	1,666,753	No	5.38000%	118	12/1/2028	358	0.00125%	0.00125%	NAP


 






     


    


    

 


BMARK 2019-B9 Mortgage Loan Schedule


 


	Loan	 	 	Outside Servicing	Mortgage 	Crossed With Other Loans	ARD	ARD Mortgage Loan Final	ARD	Serviced Companion Loan	Serviced Companion Loan	Serviced Companion Loan	Serviced
    Companion Loan

Remaining

Term To	

    Serviced
    Companion

Loan

Maturity	Serviced
    Companion Loan

Remaining

    Amortization Term	Serviced
    Companion

Loan

Servicing
	Number	Footnotes	Property Name	Fee Rate (%)	Loan Seller	(Crossed Group)	(Yes/No)	Maturity Date	Revised Rate	Flag	Cut-Off Date Balance ($)	Interest Rate	Maturity / ARD	Date / ARD	(Mos.)	Fee Rate (%)
	1	 	3 Park Avenue	NAP	CREFI	No	No	 	 	Yes	94,000,000.00	4.75000%	118	12/6/2028	0	0.00125%
	2	 	Country Club Plaza	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	3	 	Plymouth Corporate Center	NAP	GACC	No	No	 	 	 	 	 	 	 	 	 
	4	 	Kawa Mixed Use Portfolio	0.00250%	CREFI	No	No	 	 	 	 	 	 	 	 	 
	4.01	 	Gavilon Headquarters	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.02	 	Northland Innovation Campus	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.03	 	Oerlikon Industrial Facility	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.04	 	Essence Group Headquarters	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	 	Staples Strategic Industrial	0.00250%	GACC	No	Yes	10/6/2033	 	 	 	 	 	 	 	 
	5.01	 	Staples - Hagerstown, MD	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.02	 	Staples - Montgomery, NY	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.03	 	Staples - Terre Haute, IN	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.04	 	Staples - London, OH	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.05	 	Staples - Beloit, WI	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.06	 	Staples - Dayville, CT	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.07	 	Staples - Arden Hills, MN	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.08	 	Staples - Putnam, CT	 	 	 	 	 	 	 	 	 	 	 	 	 
	6	 	210 East 39th Street	NAP	GACC	No	No	 	 	 	 	 	 	 	 	 
	7	 	Fairbridge Office Portfolio	NAP	CREFI	No	No	 	 	Yes	           15,000,000.00 	4.84000%	118	12/6/2028	360	0.00125%
	7.01	 	Oak Brook Gateway	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	Cornerstone I at Cantera	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	10 Brookline Place	0.00250%	JPMCB	No	No	 	 	 	 	 	 	 	 	 
	9	 	Oracle Crossings	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	10	(1)	Liberty Station Retail	NAP	JPMCB	No	No	 	 	Yes - Servicing Shift	87,000,000.00	5.23000%	118	12/1/2028	0	0.02250%
	11	 	PSM Building	NAP	JPMCB	No	Yes	6/1/2029	 	 	 	 	 	 	 	 
	12	 	AC Marriott Downtown Tucson	NAP	GACC	No	No	 	 	Yes	15,000,000.00	5.38000%	119	1/6/2029	360	0.00125%
	13	 	Woodbury Medical Office	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	14	 	Biltmore Portfolio	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	14.01	 	Kitchin Place	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	 	26 All Souls Crescent	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.03	 	Melrose Place	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.04	 	Village at Pelican Point	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.05	 	Harbison Crossing	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.06	 	Jos. A Bank North Causeway 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.07	 	1 All Souls Crescent	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.08	 	Jos. A. Bank on I-55 Frontage Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.09	 	39 Dogwood Road	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	 	CubeSmart Phoenix & AAA Portfolio	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	15.01	 	AAA Storage City	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	CubeSmart PHX - E Washington St.	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	CubeSmart PHX - N 43rd	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	Monarch Corporate Center	NAP	JPMCB	No	No	 	 	 	 	 	 	 	 	 
	17	 	Thunderbird Village	NAP	GACC	No	No	 	 	 	 	 	 	 	 	 
	18	 	Walgreens Chicago	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	19	 	New Jersey Self Storage Portfolio	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	19.01	 	Vineland Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	 	Buena Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.03	 	South Vineland	 	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	Clocktower Square	NAP	GACC	No	No	 	 	 	 	 	 	 	 	 
	21	 	Overlook Shopping Center	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	22	 	Aventura Mall	0.00125%	JPMCB	No	No	 	 	 	 	 	 	 	 	 
	23	 	Courtyard Farmington Hills	NAP	GACC	No	No	 	 	 	 	 	 	 	 	 
	24	 	8701 Georgia Avenue	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	25	 	Home2 Suites Tampa USF	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	26	 	1421 West Shure Drive	0.00250%	JPMCB	No	No	 	 	 	 	 	 	 	 	 
	27	 	Moser Apartments	NAP	JPMCB	No	No	 	 	 	 	 	 	 	 	 
	28	 	21 Astor	NAP	GACC	No	No	 	 	 	 	 	 	 	 	 
	29	 	Hilton Garden Inn Flowood	NAP	JPMCB	No	No	 	 	 	 	 	 	 	 	 
	30	 	Midwest Dollar General Portfolio	NAP	GACC	No	Yes	12/6/2030	 	 	 	 	 	 	 	 
	30.01	 	Dollar General - Chattanooga	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.02	 	Dollar General - Dixon	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.03	 	Dollar General - Andalusia	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.04	 	Dollar General - Warroad	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.05	 	Dollar General - Baudette	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.06	 	Dollar General - Woodhull	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.07	 	Dollar General - Pillager	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.08	 	Dollar General - Mapleton	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.09	 	Dollar General - Patton	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.1	 	Dollar General - Perry	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.11	 	Dollar General - Keosauqua	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.12	 	Dollar General - Browerville	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.13	 	Dollar General - Sumner	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.14	 	Dollar General - Hedrick	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.15	 	Dollar General - Wappapello	 	 	 	 	 	 	 	 	 	 	 	 	 
	31	 	Palo Verde Industrial	NAP	GACC	No	No	 	 	 	 	 	 	 	 	 
	32	 	120 Spring Street	NAP	JPMCB	No	No	 	 	 	 	 	 	 	 	 
	33	 	La Quinta Inn Berkeley	NAP	JPMCB	No	No	 	 	 	 	 	 	 	 	 
	34	 	Compass Self Storage MI & GA Portfolio	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	34.01	 	Stor-All Storage - Acworth, GA	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.02	 	Compass Self Storage - Warren, MI	 	 	 	 	 	 	 	 	 	 	 	 	 
	35	 	1516 North Orleans	NAP	GACC	No	No	 	 	 	 	 	 	 	 	 
	36	 	Vista Park Office	NAP	GACC	No	No	 	 	 	 	 	 	 	 	 
	37	 	Rockwood Plaza Shopping Center	NAP	GACC	No	No	 	 	 	 	 	 	 	 	 
	38	 	735 Bedford Avenue	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	39	 	Quail Springs Shopping Center	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	40	 	Best Western State College	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	41	 	Hampton Inn Princeton Indiana	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	42	 	Dupont Office Center	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	43	 	GRM Indianapolis	NAP	GACC	No	No	 	 	 	 	 	 	 	 	 
	44	 	Hampton Inn & Suites West Point	NAP	JPMCB	No	No	 	 	 	 	 	 	 	 	 
	45	 	AAA Bypass Storage	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	46	 	Lynn Corporate Center	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	47	 	Delta Self Storage	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	48	 	Sahara Durango Shopping Center	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	49	 	Fresenius Medical Care South Elgin	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 
	50	 	Fresenius Medical Center Potosi	NAP	CREFI	No	No	 	 	 	 	 	 	 	 	 


 


	(1)	With respect to the Liberty Station Retail mortgage
loan, from and after the related Servicing Shift Date, the Subservicing Fee Rate (%) shall be 0.00000%, the Outside Servicing
Fee Rate (%) shall be 0.02250% and the Serviced Companion Loan Servicing Fee Rate (%) shall be 0.00000%.



 






     


    


    




 


EXHIBIT C


 


FORM OF REQUEST FOR RELEASE

(for Certificate Administrator)


 


Loan Information:

Name of Mortgagor: __________________

Master Servicer Loan No.: __________________



Certificate Administrator: Citibank, N.A.

Address:          388 Greenwich Street


New York, New York 10013


Attention: Global Transaction
Services – Benchmark 2019-B9

 


Custodian Mortgage File No.: __________________

[Seller]

Name: __________________

Address: __________________


 


__________________


 


		Certificates:	Benchmark
2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9, Class [__] 



 


The undersigned [Master
Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] hereby requests delivery from Citibank, N.A., as Certificate
Administrator, for the Holders of Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9,
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 February 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee.


 


(   )        Note dated _________,
_____, in the original principal sum of $_____, made by _______, payable to, or endorsed to the order of, the Trustee.


 


(   )      Mortgage
recorded on ____________ as instrument no. ________ in the County Recorder’s Office of the County of _______________,
State of _________________ in book/reel/docket ___________ of official records at page/image ________.


 


(   )       Deed of trust
recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ____________, State of
_______ in book/reel/docket ____________ of official records at page/image.


 






    C-1 


     


    

 


(   )       Assignment of
Mortgage or deed of trust to the Trustee, recorded on _____________ as instrument no. _______ in the County Recorder’s Office
of the County of _________, State of _______ in book/reel/docket __________ of official records at page/image _____________.


 


(   )       Other documents,
including any amendments, assignments or other assumptions of the Note or Mortgage.


 


(   )       ___________________________


 


(   )       ___________________________


 


(   )       ___________________________


 


(   )       ___________________________


 


The undersigned [Master
Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] hereby acknowledges and agrees as follows:


 


(i)         The
[Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall hold and retain possession of the Documents
in trust for the benefit of the Trustee, solely for the purposes provided in the Agreement.


 


(ii)        The
[Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall not cause or permit the Documents to become
subject to, or encumbered by, any claim, liens, security interest, charges, writs of attachment or other impositions nor shall
the [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] assert or seek to assert any claims or rights
of set-off to or against the Documents or any proceeds thereof.


 


(iii)       The
[Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall return the Documents to the Certificate Administrator
when the need therefor no longer exists, unless the Mortgage Loan relating to the Documents has been liquidated and the proceeds
thereof have been remitted to the Collection Account and except as expressly provided in the Agreement.


 


(iv)       The
Documents and any proceeds thereof, including any proceeds of proceeds, coming into the possession or control of the [Master Servicer][Special
Servicer][Outside Servicer][Outside Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master
Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall keep the Documents and any proceeds separate and
distinct from all other property in the [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer]’s
possession, custody or control.


 






    C-2 


     


    

 





	 	 	 
	 	[MASTER SERVICER/SPECIAL SERVICER]
[OUTSIDE SERVICER/ OUTSIDE SPECIAL SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 Dated:




 




    C-3 


     


    

 


EXHIBIT D



FORM OF DISTRIBUTION DATE STATEMENT


 




    D-1 


     


    
 


	 	 	 
	Distribution Date:

    Determination Date:	 	



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	CONTACT
    INFORMATION	 	 	CONTENTS	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Depositor	 	 	Distribution Summary	2	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Distribution Summary
    (Factors)	3	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Interest Distribution
    Detail	4	 	 
	 	 	 	 	 	 	 	 
	 	Master Servicer	 	 	Principal Distribution
    Detail	5	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Reconciliation
    Detail	6	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Stratification
    Detail	7	 	 
	 			 	 	 	 	 
	 	Operating Advisor / Asset Representations Reviewer	 	Mortgage
    Loan Detail	11	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	NOI Detail	12	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Delinquency Loan
    Detail	13	 	 
	 	Trustee	 	 	 	 	 	 
	 	 	 	 	Appraisal Reduction
    Detail	15	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Loan Modification
    Detail	17	 	 
	 	Special Servicer	 	 	 	 	 	 
	 	 	 	 	Specially Serviced
    Loan Detail	19	 	 
	 		 	 	 	 	 	 
	 	Certificate Administrator	 	 	Unscheduled
    Principal Detail	21	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Liquidated Loan
    Detail	23	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 



	 	 	 	 	 
	 	 	 	 	 
	 	Deal Contact:	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




 



    
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	Distribution Date:

    Determination Date:	 	


 


Distribution
Summary


	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Prior	Pass-	Accrual	 	 	 	Yield	Prepayment	 	 	 	Current
	 	Original	Principal	Through	Day Count	Accrual	Interest	Principal	Maintenance	Penalties	Total	Deferred	Realized	Principal
	Class	Balance	Balance	Rate	Fraction	Dates	Distributed	Distributed	Distributed	Distributed	Distributed	Interest	Loss	Balance
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)=(7+8+9+10)	(12)	(13)	(14)=(3-8+12-13)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Notional Classes	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 






    
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	Distribution Date:

    Determination Date:	 	



	 	 	 	 	 	 	 	 	 	 	 	 
	PER
    $1,000 OF ORIGINAL BALANCE	 	 	 	 	 	 	 
	Class	CUSIP	Record

    Date	Prior

    Principal

    Balance

    (3/2 x 1000)	Interest

    Distributed

    (7/2 x 1000)	Principal

    Distributed

    (8/2 x 1000)	Yield

    Maintenance

    Distributed

    (9)/(2) x 1000	Prepayment

    Penalties

    Distributed

    (10)/(2) x 1000	Total

    Distributed

    (11/2 x 1000)	Deferred

    Interest

    (12/2 x 1000)	Realized

    Loss

    (13/2 x 1000)	Current

    Principal

    Balance

    (142 x 1000)
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 




 



    
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	Distribution Date:

    Determination Date:	 	




Interest Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION IN DOLLARS	 	 	 	 	 	 	 
	 	Prior	Pass-	Next Pass-	Accrual	Optimal	Prior	Interest on	Non-Recov.	 	 	 	Current
	 	Principal	Through	Through	Day Count	Accrued	Unpaid	Prior Unpaid	Interest	Interest	Deferred	Interest	Unpaid
	Class	Balance	Rate	Rate	Fraction	Interest	Interest	Interest	Shortfall	Due	Interest	Distributed	Interest
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)=(6)+(7)+(8)-(9)	(11)	(12)	(13)=(10)-(11)-(12)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Notional
    Classes	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 




 



    
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	Distribution Date:

    Determination Date:	 	



Principal Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS 
	 	 	Prior	Scheduled	Unscheduled	 	Current	Current	Current	Cumulative	Original	Current	Original	Current
	 	Original	Principal	Principal	Principal	Accreted	Realized	Principal	Principal	Realized	Class	Class	Credit	Credit
	Class	Balance	Balance	Distribution	Distribution	Principal	Loss	Recoveries	Balance	Loss	(%)	(%)	Support	Support
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)=(3)-(4)-(5)+(6)-(7)+(8)	(10)	(11)	(12)	(13)	(14)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    
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	Distribution Date:

    Determination Date:	 	


Reconciliation


Detail

	 	 	 	 	 	 	 	 	 
	 	 	 	 
	SOURCE
    OF FUNDS	 	ALLOCATION
    OF FUNDS	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Interest Funds Available	 	 	 	 	Scheduled Fees	 	 	 
	 	Scheduled
    Interest	 	 	 	 	Servicing
    Fee / Sub-Servicing Fee	 	 	 
	 	Prepayment
    Interest Shortfall	 	 	 	 	CREFC®
    Intellectual Property Royalty License Fee	 	 	 
	 	Interest
    Adjustments	 	 	 	 	Trustee
    Fee / Certificate Administrator Fee	 	 	 
	 	Realized
    Loss in Excess of Principal Balance	 	 	 	 	Operating
    Advisor Fee	 	 	 
	 	Total
    Interest Funds Available:	 	 	 	 	Total
    Scheduled Fees:	 	 	 
	 	 	 	 	 	 	Additional Fees, Expenses,
    etc.	 	 	 
	 	Principal Funds Available	 	 	 	 	Special Servicing Fee	 	 	 
	 	Scheduled
    Principal	 	 	 	 	Workout
    Fee	 	 	 
	 	Curtailments	 	 	 	 	Liquidation
    Fee	 	 	 
	 	Principal
    Prepayments	 	 	 	 	Additional
    Trust Fund Expenses	 	 	 
	 	Net
    Liquidation Proceeds	 	 	 	 	Reimbursement
    for Interest on Advances	 	 	 
	 	Repurchased
    Principal	 	 	 	 	Additional
    Servicing Fee	 	 	 
	 	Substitution
    Principal	 	 	 	 	Total
    Additional Fees, Expenses, etc.:	 	 	 
	 	Other
    Principal	 	 	 	 	Distribution to Certificateholders	 	 	 
	 	Total
    Principal Funds Available:	 	 	 	 	Interest
    Distribution	 	 	 
	 	Other Funds Available	 	 	 	 	Principal
    Distribution	 	 	 
	 	Yield
    Maintenance Charges	 	 	 	 	Yield
    Maintenance Charges Distribution	 	 	 
	 	Prepayment
    Premiums	 	 	 	 	Prepayment
    Premiums Distribution	 	 	 
	 	Other
    Charges	 	 	 	 	Total
    Distribution to Certificateholders:	 	 	 
	 	Total
    Other Funds Available:	 	 	 	 	Total
        Funds Allocated	 	 	 
	 	Total
    Funds Available	 	 	 	 		 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 



    
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	Distribution Date:	 	
	Determination Date:	 
	 	 
	 	Stratification Detail


 


	Ending Scheduled Balance	 	State
	Ending
    Scheduled

    Balance	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	State	#
    of

    Properties	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 



    
	Reports Available at sf.citidirect.com	Page 7 of 24	 
	 	 	 

 


    


    

 


	 	 	 
	Distribution Date:	 	
	Determination Date:	 
	 	 
	 	Stratification
    Detail



 

	Seasoning	 	Property
    Type
	Seasoning	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Property
    Type	#
    of

    Properties	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    
	Reports Available at sf.citidirect.com	Page 8 of 24	 
	 	 	 

 


    


    



 


	 	 	 
	Distribution Date:	 	
	Determination Date:	 
	 	 
	 	Stratification
    Detail


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Debt
    Service Coverage Ratio	 	Loan
    Rate
	Debt
    Service

    Coverage Ratio	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Loan
    Rate	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    
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	Distribution Date:	 	
	Determination Date:	 
	 	 
	 	Stratification
    Detail



 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anticipated
    Remaining Term	 	Remaining
    Amortization Term
	Anticipated

    Remaining Term	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Remaining

    Amortization Term	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    
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	Distribution Date:	 	
	Determination Date:	 
	 	 


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Detail
	 
	Loan	OMCR	Property

    Type	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Maturity

    Date	

Neg

    Am

    Flag	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Through

    Date	Apprasial

    Reduction

    Date	Apprasial

    Reduction

    Amount	Payment

    Status of

    Loan (1)	Workout

    Strategy

    (2)	Mod.

    Code

    (3)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


	Payment Status of Loan (1)	 	Workout Strategy (2)	 	Mod. Code (3)	 
	 	 	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD	1. Maturity Date Extension	7. Capitalization of Taxes
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer	2. Amortization Change	8. Other
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 	3. Principal Write-Off	9. Combination
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 	4. Blank (formerly Combination)	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 	5. Temporary Rate Reduction	 
	 	 	6. DPO	12. Reps and Warranties	 	6. Capitalization of Interest	 




 





    
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	Distribution Date:	 	
	Determination Date:	 
	 	 



NOI Detail



	 	 	 	 	 	 	 	 	 	 
	 
	Loan

    Number	OMCR	Property
    Type	City	State	

Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most Recent

    NOI

    Start Date	Most
    Recent

    NOI

    End Date
	 	 	 	 	 	 	 
     
	 	 	 
	Totals	 	 	 	 	 	 	 	 	 



 



    
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	Distribution Date:	 	 
	Determination Date:	 
	 	 
	 	 
	 	Delinquency Loan
    Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Actual	Paid	Current P & I	Total P & I	Cumulative	Other Expense	Payment	Workout	Most Recent	 	 	 
	Loan	 	# of Months	Principal	Through	Advances (Net	Advances	Accrued Unpaid	Advance	Status of	Strategy	Special Serv	Foreclosure	Bankruptcy	REO
	Number	OMCR	Delinq	Balance	Date	of ASER)	Outstanding	Advance Interest	Outstanding	Loan (1)	(2)	Transfer Date	Date	Date	Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Delinquency Loan Detail for the current distribution period.
	 
	   Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 
	Payment Status of Loan (1)	 	Workout Strategy (2)	 
	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 
	 	 	6. DPO	12. Reps and Warranties	 





 






    
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	Distribution Date:	 	 
	Determination Date:	 
	 	 
	 	 
	 	Historical Delinquency
    Information





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution	Less Than 1 Month	1 Month	2 Month	3+ Month	Bankruptcy	Foreclosure	REO
	Date	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  
	 	0.00	0  	0.00	0  	0.00	0  	0.00	0  	0.00	0  	0.00	0  	0.00	0  
	 	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  





 






    
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	Distribution Date:	 	 
	Determination Date:	 
	 	 
	 	 
	 	Appraisal Reduction
    Detail




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Loan Number	OMCR	Property Name	Reduction Amount	Reduction Date	ASER Amount	ASER Amount
	 	 	 	 	 	 	 
	There
    is no Appraisal Reduction activity for the current distribution period.
	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 




 



    
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	Distribution Date:	 	 
	Determination Date:	 
	 	 
	 	 
	 	Historical
    Appraisal Reduction Detail



	 	 	 	 	 	 	 	 
	Distribution	 	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Date	Loan Number	OMCR	Property
    Name	Reduction
    Amount	Reduction
    Date	ASER Amount	ASER
    Amount
	There is no historical Appraisal Reduction activity.
	 
	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 


 



    
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	Distribution Date:	 	 
	Determination Date:	 
	 	 
	 	 
	 	Loan Modification
    Detail




	 	 	 	 	 	 
	 	 	 	Modification	Modification	Modification
	Loan Number	OMCR	Property Name	Date	Code (1)	Description
	 	 	 	 	 	 
	There
    is no Loan Modification activity for the current distribution period.
	 
	 	 	 	 	 	 
	Totals	 	 	 	 	 





	 	 
	Modification Code (1)	 
	 	 
	1. Maturity Date Extension	7. Capitalization of Taxes
	2. Amortization Change	8. Other
	3. Principal Write-Off	9. Combination
	4. Blank (formerly Combination)	 
	5. Temporary Rate Reduction	 
	6. Capitalization of Interest	 








 



    
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	Distribution Date:	 	 
	Determination Date:	 
	 	 
	 	 
	 	Historical Loan
    Modification Detail




	 	 	 	 	 	 	 
	Distribution	 	 	 	Modification	Modification	Modification
	Date	Loan	OMCR	Property
    Name	Date	Code (1)	Description
	

                                                                               There
                                         is no historical Loan Modification activity.

	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 





	 	 
	Modification Code (1)	 
	 	 
	1. Maturity Date Extension	7. Capitalization of Taxes
	2. Amortization Change	8. Other
	3. Principal Write-Off	9. Combination
	4. Blank (formerly Combination)	 
	5. Temporary Rate Reduction	 
	6. Capitalization of Interest	 





 






    
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	Distribution Date:	 	
	Determination Date:	 


    Specially Serviced Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan	 	OMCR	 	Workout

Strategy

(1)	 	Most Recent

Inspection

Date	 	Most Recent

Specially Serviced

Transfer Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Other REO

Property Value	 	Comment from Special Servicer
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Specially Serviced Loan activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Workout Strategy (1)	 	 
	 	 	 	 
	 	1. Modification	 	7. REO	 	13. Other or TBD
	 	2. Foreclosure	 	8. Resolved	 	98. Not Provided By Servicer
	 	3. Bankruptcy	 	9. Pending Return to Master Servicer	 	 
	 	4. Extension	 	10. Deed In Lieu of Foreclosure	 	 
	 	5. Note Sale	 	11. Full Payoff	 	 
	 	6. DPO	 	12. Reps and Warranties	 	 




 



    
	Reports Available at sf.citidirect.com	Page 19 of 24	 
	 	 	 

 


    


    

 


	Distribution Date:	 	
	Determination Date:	 

 Historical
    Specially Serviced Loan Detail



 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Spec.

Serviced

Transfer Date	 	Workout

Strategy

(1)	 	Spec.

Serviced

Loan to MS	 	Scheduled

Balance	 	Actual

Balance	 	Property

Type

(2)	 	State	 	Interest

Rate	 	Note

Date	 	Net

Operating

Income	 	Net

Operating

Income Date	 	DSC

Ratio	 	DSC

Date	 	Maturity

Date	 	WART
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There is no historical Specially Serviced Loan activity.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Workout Strategy (1)	 	 
	 	 	 	 
	 	1. Modification	 	7. REO	 	13. Other or TBD
	 	2. Foreclosure	 	8. Resolved	 	98. Not Provided By Servicer
	 	3. Bankruptcy	 	9. Pending Return to Master Servicer	 	 
	 	4. Extension	 	10. Deed In Lieu of Foreclosure	 	 
	 	5. Note Sale	 	11. Full Payoff	 	 
	 	6. DPO	 	12. Reps and Warranties	 	 




 






    
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	Distribution Date:	 	
	Determination Date:	 

 Unscheduled
    Principal Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan Number	 	OMCR	 	Liquidation /

Prepayment Date	 	Liquidation /

Prepayment Code	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustment	 	Prepayment Interest

Excess (Shortfall)	 	Prepayment

Penalties	 	Yield Maintenance

Charges
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no unscheduled principal activity for the current distribution period.
	 Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 
	Liquidation / Prepayment Code (1)	 	 
	 	 	 	 	 	 
	 	1. Partial Liquidation (Curtailment)	 	7. Not Used	 	 
	 	2. Payoff Prior To Maturity	 	8. Payoff With Penalty	 	 
	 	3. Disposition / Liquidation	 	9. Payoff With Yield Maintenance	 	 
	 	4. Repurchase / Substitution	 	10. Curtailment With Penalty	 	 
	 	5. Full Payoff At Maturity	 	11. Curtailment With Yield	 	 
	 	6. DPO	 	Maintenance	 	 


 



    
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	Distribution Date:	 	
	Determination Date:	 

 Historical
    Unscheduled Principal Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	   Loan

Number       OMCR	 	Liquidation /

Prepayment Date	 	Liquidation /

Prepayment Code	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustment	 	Prepayment Interest

Excess (Shortfall)	 	Prepayment

Penalty	 	Yield Maintenance

Premium
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no historical unscheduled principal activity.
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 
	 	Liquidation / Prepayment Code (1)	 	 
	 	 	 	 
	 	1. Partial Liquidation (Curtailment)	 	7. Not Used	 	 
	 	2. Payoff Prior To Maturity	 	8. Payoff With Penalty	 	 
	 	3. Disposition / Liquidation	 	9. Payoff With Yield Maintenance	 	 
	 	4. Repurchase / Substitution	 	10. Curtailment With Penalty	 	 
	 	5. Full Payoff At Maturity	 	11. Curtailment With Yield	 	 
	 	6. DPO	 	Maintenance	 	 


 



    
	Reports Available at sf.citidirect.com	Page 22 of 24	 
	 	 	 

 


    


    

 


	Distribution Date:	 	
	Determination Date:	 

 Liquidated
    Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Proceeds

as a % of Act Bal	 	Liquidation

Expenses	 	Net Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Liquidated Loan activity for the current distribution period.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    
	Reports Available at sf.citidirect.com	Page 23 of 24	 
	 	 	 

 


    


    

 


 


	Distribution Date:	 	
	Determination Date:	 

 Historical
    Liquidated Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Gross Proceeds

as a % of Act Bal	 	Liquidation

Expenses	 	Net Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no historical Liquidated Loan activity.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 



    
	Reports Available at sf.citidirect.com	Page 24 of 24	 
	 	 	 

 


    


    

 


 


EXHIBIT E


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9,
                                         Class [__]	 



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Global Certificate of
such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);


 





 



 


*
        Select appropriate depository.


 






    E-1 


     


    

 


[(2)     at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)     the transaction
was executed in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation
S) 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” (as defined in Regulation S) have been made in contravention of the requirements of Rule
903(b) or 904(b) of Regulation S, as applicable;


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)       the
transferee is an institution.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer,
Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: Citigroup Commercial Mortgage Securities Inc.


 





 



 


**      Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    E-2 


     


    

 


EXHIBIT F


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9,
                                         Class [__]	 



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Global Certificate of such Class
(CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with respect to transfers made
in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S),


 






    F-1 


     


    

 


[(2)     at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)     the transaction
was executed in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation
S) 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” (as defined in Regulation S) have been made in contravention of the requirements of Rule
903(b) or 904(b) of Regulation S, as applicable,


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)       the
transferee is an institution.


 


or (ii) with respect to transfers made
in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are being transferred
in a transaction permitted by Rule 144 under the Securities Act.**


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer,
Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


cc: Citigroup Commercial Mortgage Securities Inc.


 





 



 


*        Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


**      Select
(i) or (ii), as applicable.


 




    F-2 


     


    

 


EXHIBIT G


 


FORM OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9,
                                         Class [__]	 



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______]
and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through
the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP
No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of


 





 



 


*
     Select appropriate depository.


 



    G-1 


     


    

 


Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer,
Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: Citigroup Commercial Mortgage Securities Inc.


 




    G-2 


     


    

 


EXHIBIT H


 


FORM OF CERTIFICATION TO BE GIVEN BY

CERTIFICATE OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9,
                                         Class [__]	 



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate of the Class specified above issued
under the Pooling and Servicing Agreement certifies that it is an institution that is not a “U.S. person” as defined
by Regulation S under the Securities Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 





 



 


*
     Select, as applicable.


 






    H-1


     


    

 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer,
Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 


		Dated:	 	 






		By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.



 




    H-2


     


    

 


EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9,
                                         Class [__]	 



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 





 



 


*
      Select appropriate depository.


 






    I-1


     


    

 


(1)       the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);


 


[(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” (as defined in Regulation
S) 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” (as defined in Regulation S) have been made in contravention of the requirements of Rule
903(b) or 904(b) of Regulation S, as applicable;


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)       the
transferee is an institution.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer,
Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


cc: Citigroup Commercial Mortgage Securities Inc.


 





 



 


**      Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    I-2


     


    

 


EXHIBIT J


 


FORM OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9,
                                         Class [__]	 



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Global Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and 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” (as defined in Regulation S);


 






    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” (as defined in Regulation
S) 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” (as defined in Regulation S) have been made in contravention of the requirements of Rule
903(b) or 904(b) of Regulation S, as applicable;


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)       the
transferee is an institution.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer,
Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: Citigroup Commercial Mortgage Securities Inc.


 





 



 


*        Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    J-2


     


    

 


EXHIBIT K


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9,
                                         Class [__]	 



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A, in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 






    K-1


     


    

 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer,
Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: _______


 


cc: Citigroup Commercial Mortgage Securities Inc.


 




    K-2


     


    

 


EXHIBIT L-1


 


FORM OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Citibank, N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


[Transferor]


[______]


[______]


 


Attention: [______]


 


		Re:	Benchmark
                                         2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9
                                         (the “Certificates”)
                                         issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2019
                                         (the “Pooling and Servicing Agreement”), between Citigroup Commercial
                                         Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master
                                         Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as
                                         Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate
                                         Administrator, and Wilmington Trust, National Association, as Trustee.	 



 






	STATE OF	)
	 	)              ss.:
	COUNTY OF 	)


 


Capitalized terms not
defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.


 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.        I
am a [______] of [______] (the “Purchaser”),
on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the
“Lower-Tier REMIC” and “Upper-Tier
REMIC,” respectively, relating to the


 



    L-1-1


     


    

 


Certificates for which an election is to be or has been made under Section
860D of the Internal Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a “Disqualified Organization”
(as defined below), and that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee
of, or with a view to the transfer of direct or indirect record or beneficial ownership thereof, to a Disqualified Organization.
For the purposes hereof, a Disqualified Organization is any of the following: (i) the United States, a State or any political subdivision
of a State, any possession of the United States or any agency or instrumentality of any of the foregoing (other than an instrumentality
that is a corporation if all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of its board of directors is not selected by any such governmental unit), (ii) a foreign government, International Organization
or agency or instrumentality of either of the foregoing, (iii) an organization that is exempt from tax imposed by Chapter 1 of
the Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined
in Code Section 860E(c)(1)) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Code
Section 521), (iv) rural electric and telephone cooperatives described in Code Section 1381(a)(2) or (v) any other Person so designated
by the Certificate Registrar based upon an opinion of counsel to the effect that any transfer to such Person may cause either Trust
REMIC to be subject to tax or to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United
States”, “State” and “international
organization” shall have the meanings set forth in Section 7701 of the Code.


 


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


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


 


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Tax Person.


 






    L-1-2


     


    

 


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.


 


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 (as in effect for tax years beginning on or before December 31, 2017) 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 Treasury Regulations 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.


 






    L-1-3


     


    

 


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 to any Person that does not provide an affidavit and agreement in substantially the same form as this affidavit and
agreement or as to which the Purchaser has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent
(including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee.


 


12.      The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any Person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a
Permitted Transferee.


 


13.      The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.      The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.      The
Purchaser consents (a) to the designation of the Certificate Administrator as the “partnership representative” within
the meaning of Code Section 6223 (to the extent such provision is applicable to the Trust REMICs) of each Trust REMIC pursuant
to Section 4.04(a) of the Pooling and Servicing Agreement and (b) to the Certificate Administrator making any elections allowed
to avoid (i) the application of Code Section 6221 to the Trust REMIC and (ii) payment by the Trust REMIC under Code Section 6225
of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on the holders of the Class
R Certificates.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 




    L-1-4


     


    

 


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:


 


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:	 	 
	 	 	 







 




    L-1-5


     


    

 


EXHIBIT L-2A


 


FORM OF TRANSFEROR LETTER for
transfer of class r certificates


 


[Date]


 


Citibank, N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9,
                                         Class R



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of Class R Certificates
evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and
Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup
Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC,
as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A.,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, as Certificate Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit L-1. The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee
(as defined in such Transfer Affidavit and Agreement) and has no actual knowledge or reason to know that the Transferee’s
representations in clause (9) of such Transfer Affidavit and Agreement are false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to
indicate that the Transferee will not continue to pay its debts as they become due in


 



    L-2A-1


     


    

 


the future. The Transferor understands
that the transfer of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor
may continue to be liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.





	 	 	 
	 	Very truly yours,
	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    L-2A-2


     


    

 


EXHIBIT L-2B


 


FORM OF TRANSFEROR LETTER FOR TRANSFER
OF NON-BOOK ENTRY CERTIFICATES (OTHER THAN PUBLIC CERTIFICATES)


 


[Date]


 


Citibank, N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9,
                                         Class [__]



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of [$[______]
aggregate [principal balance][notional amount]][[__]% Percentage Interest] of the Class [___] Certificates (the “Transferred
Certificate”) which are held in the form of [a beneficial interest in the [Rule 144A][Regulation S] Global Certificate][Non-Book
Entry Certificate] of such Class (CUSIP No. [______]). The Transferor has requested a transfer of such [beneficial interest][Non-Book
Entry Certificate] for a Non-Book Entry Certificate of such Class (CUSIP No. [______]). The Certificates, including the Transferred
Certificate, were issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and
Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.
The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)       The
Transferor is the lawful owner of the Transferred Certificate with the full right to transfer such Certificate free from any and
all claims and encumbrances whatsoever.


 


(2)       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Certificate,
any interest in any Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy
or accept a transfer, pledge or other disposition of any Certificate, any interest in any Certificate or any other similar security
from any person in any manner, (c) otherwise approached or negotiated with respect to any Certificate, any interest in any
Certificate or any other similar security with any person in any manner, (d) made any general solicitation by means of general
advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described


 



    L-2B-1


     


    

 


in clauses (a) through (e) hereof)
would constitute a distribution of any Certificate under the Securities Act of 1933, as amended (the “Securities Act”),
or would render the disposition of any Certificate a violation of Section 5 of the Securities Act or any state securities laws,
or would require registration or qualification of any Certificate, or any offer or sale thereof, pursuant to the Securities Act
or any state securities laws.


	 	 	 
	 	Very truly yours,
	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    L-2B-2


     


    

 


EXHIBIT L-3


 


FORM OF TRANSFEREE LETTER


 


[Date]


 





 


	Citibank, N.A.,

                                            as Certificate Registrar

                                            480 Washington Boulevard, 30th Floor
 Jersey City, New Jersey 07310
 Attention:  Securities Window
	
        Citigroup Commercial Mortgage Securities Inc.

        388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

        Telecopy number: (646) 328-2943

        E-mail: richard.simpson@citi.com 

	 	 
	
        Citibank, N.A.,

        as Certificate Administrator

        388 Greenwich Street

        New York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B9
	
        Citigroup Commercial Mortgage Securities Inc.

        390 Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Raul Orozco

        Telecopy number: (347) 394-0898

        E-mail: raul.d.orozco@citi.com

	 	 
	
        Wilmington Trust, National Association,

        as Trustee

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – Benchmark 2019-B9
	
        Citigroup Commercial Mortgage Securities Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan M. O’Connor

        Telecopy number: (646) 862-8988

        E-mail: ryan.m.oconnor@citi.com



 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	Benchmark
                                         2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [$_____________ initial aggregate [principal amount] [notional amount]] [_____%
Percentage Interest] of Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9, Class
[_], CUSIP No. [____], in certificated fully registered form (such registered interest, the “Certificate”),
issued pursuant to that certain Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial


 



    L-3-1


     


    

 


Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized terms
used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


[FOR TRANSFERS OF CLASS
X-F, Class X-G, Class X-H, Class X-J, Class F, class G, class H OR Class J Certificates:
In connection with such transfer, the Purchaser hereby represents and warrants to you that the Purchaser (A) either (i) is not
and will not be an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction 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”, and any such employee benefit plan or other plan, a “Plan”)
or an entity or collective investment fund the assets of which are considered Plan assets under U.S. Department of Labor Reg. Section
2510.3-101, as modified by Section 3(42) of ERISA, or other person acting on behalf of any such Plan or using assets of any such
Plan within the meaning of U.S. Department of Labor Reg. Section 2510.3-101, or (ii) (1) is an insurance company, (2) the
source of funds used to acquire or hold the Certificate or an interest therein is an “insurance company general account,”
as such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60 and (3) the conditions in Sections
I and III of PTCE 95-60 have been satisfied and (B) is not and will not be a governmental plan (as defined in Section 3(32) of
ERISA) or other plan subject to any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility
or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf
of any such governmental plan or other plan or using the assets of such governmental plan or other plan to acquire the Certificate
unless its acquisition, holding and disposition of the Certificate would not constitute or otherwise result in a non-exempt violation
of Similar Law.]


 


[FOR TRANSFERS OF CLASS
VRR CERTIFICATES: In connection with such transfer, the Purchaser hereby represents and warrants to you that (A) either (i) the
Purchaser is not and will not be an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction
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”, and any such employee benefit plan or other plan, a “Plan”)
or an entity or collective investment fund the assets of which are considered Plan assets under U.S. Department of Labor Reg. Section
2510.3-101, as modified by Section 3(42) of ERISA, or other person acting on behalf of any such Plan or using assets of any such
Plan within the meaning of U.S. Department of Labor Reg. Section 2510.3-101, or (ii) (1) the Certificate is acquired by the
Purchaser through Citigroup Global Markets Inc., Deutsche Bank Securities Inc. or J.P. Morgan Securities LLC, (2) the Purchaser
is an insurance company, (3) the source of funds used to acquire or hold the Certificate or an interest therein is an “insurance
company general account,” as such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60
and (4) the conditions in Sections I and III of PTCE 95-60 have been satisfied and (B) the Purchaser is not and will not be a governmental
plan (as defined in Section 3(32) of ERISA) or other plan subject to any federal, state or local law that is, to a material extent,
similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”)
or any Person acting on behalf of any such governmental plan or other plan or using the assets of such governmental plan


 



    L-3-2


     


    

 


or other
plan to acquire the Certificate unless its acquisition, holding and disposition of the Certificate would not constitute or otherwise
result in a non-exempt violation of Similar Law.]


 


[FOR TRANSFERS OF CLASS
R or class s CERTIFICATES: In connection with such transfer, the Purchaser hereby
represents and warrants to you that the Purchaser (A) is not and will not be an employee benefit plan or other plan subject to
the fiduciary responsibility or prohibited transaction 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”, and
any such employee benefit plan or other plan, a “Plan”) or an entity or collective investment fund the assets
of which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA
(including an insurance company that is using the assets of separate accounts or general accounts which include assets of Plans
(or which are deemed pursuant to ERISA or Similar Law to include assets of Plans)), or other person acting on behalf of any such
Plan or using assets of any such Plan and (B) is not and will not be a governmental plan or other plan subject to any federal,
state or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction provisions
of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf of any such governmental plan or
other plan or using the assets of such governmental plan to acquire the Certificate.]


 


[FOR TRANSFERS OF CLASS
R CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, as amended.]


 


[FOR TRANSFERS OF CLASS
S CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is (1) a “qualified institutional
buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or (2) an entity that qualifies as an
“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, or an entity in which all of the equity owners qualify as “accredited investors” within the
meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended.]


 




    L-3-3


     


    

 


IN WITNESS WHEREOF,
the Purchaser hereby executes this Representation Letter on the ___ day of _____, ____.


	 	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    L-3-4


     


    

 


EXHIBIT L-4


 


FORM OF INVESTMENT REPRESENTATION
LETTER


 


[Date]


 


	
        Citibank, N.A.,

        

        as Certificate Registrar

        480 Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

         
	
        Citigroup Commercial Mortgage Securities Inc.

        388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

        Telecopy number: (646) 328-2943

        E-mail: richard.simpson@citi.com

	 	 
	
        Citibank, N.A.,

        as Certificate Administrator

        388 Greenwich Street

        New York, New York 10013

        Attention: Global Transaction Services – Benchmark 2019-B9

         
	
        Citigroup Commercial Mortgage Securities Inc.

        390 Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Raul Orozco

        Telecopy number: (347) 394-0898

        E-mail: raul.d.orozco@citi.com

	 	 
	
        Wilmington Trust, National Association,

        as Trustee

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – Benchmark 2019-B9
	
        Citigroup Commercial Mortgage Securities Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan M. O’Connor

        Telecopy number: (646) 862-8988

        E-mail: ryan.m.oconnor@citi.com



 


		Re:	Benchmark
                                         2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9,
                                         Class [__] (the “Class [__] Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, on behalf of the
holders of Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9 (the “Certificates”),
in connection with the transfer by [             ] (the “Seller”)
to the undersigned (the “Purchaser”) of a Class [__] Certificate [with a $______ aggregate [principal balance]
[notional amount]] [representing a ___% Percentage Interest in the related Class], in certificated fully registered form (such
registered interest, the “Transferred


 



    L-4-1


     


    

 


Certificate”). Capitalized terms used but not defined herein shall have
the meanings ascribed thereto in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you as follows:


 


1.         Check
one of the following:1


 


☐        The
Purchaser is an “institutional accredited investor” (an “Institutional Accredited Investor”) (i.e. an entity
meeting, or in which all of the equity owners meet, the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated
under the Securities Act of 1933, as amended (the “Securities Act”)), and has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Transferred Certificate,
and the Purchaser and any accounts for which the Purchaser is acting are each able to bear the economic risk of our or its investment.
The Purchaser is acquiring the Transferred Certificate 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 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, and has completed one of the forms of certification to that effect attached hereto as
Annex 1 and Annex 2. The Purchaser is acquiring the Transferred Certificate for its own account, or for the account of another
QIB. 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. The Purchaser hereby undertakes
to reimburse the Trust for any costs incurred by it in connection with this transfer.


 


2.         The
Purchaser’s intention is to acquire the Transferred Certificate (a) for investment for the Purchaser’s own account
or (b) for resale to (i) “qualified institutional buyers” in transactions complying with Rule 144A[,FOR TRANSFERS OF
ANY CERTIFICATES OTHER THAN CLASS R: or (ii) Institutional Accredited Investors under the Securities Act, pursuant to any other
exemption from the registration requirements of the Securities Act, subject in the case of this clause (ii) to (A) the receipt
by the Certificate Registrar of a letter substantially in the form hereof, (B) the receipt by the Certificate Registrar of
an opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with
the Securities Act, (C) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar
that such reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws (including applicable
state and foreign securities laws), and (D) a written undertaking to reimburse the Trust for any costs incurred by it in connection
with the proposed transfer.] It understands that the Transferred Certificate (and any subsequent Non-Book Entry Certificate) has
not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the


 








 



 


1
   Any Purchaser of Class R Certificates must check the box that it is a QIB. Only QIBs may acquire a Class
R Certificate.


 




    L-4-2


     


    

 


Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to resell
to only certain investors in certain exempted transactions) as expressed herein.


 


3.         The
Purchaser acknowledges that the Transferred 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 Transferred
Certificate cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless
an exemption from such registration or qualification is available.


 


4.         The
Purchaser has reviewed the applicable Offering Circular dated February 1, 2019, relating to the Private Certificates (the “Offering
Circular”) and the agreements and other materials referred to therein and has had the opportunity to ask questions and
receive answers concerning the terms and conditions of the transactions contemplated by the Offering Circular.


 


5.         The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an
owner of a Non-Book Entry Certificate or Certificates, as the case may be (each, a “Certificateholder”), in
all respects as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar
and all Certificateholders present and future.


 


6.         The
Purchaser will not sell or otherwise transfer any portion of the Transferred Certificate, 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” and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9
(or successor form).


 


☐        The
Purchaser is not a “U.S. Tax Person” and under applicable law in effect on the date hereof, no taxes will be required
to be withheld by the Certificate Administrator (or its agent) with respect to Distributions to be made on the Transferred Certificate(s).
The Purchaser has attached hereto (i) a duly executed IRS Form W-8BEN or W-8 BEN-E, as applicable (or successor form), which identifies
such Purchaser as the beneficial owner of the Transferred Certificate(s) and states that such Purchaser is not a U.S. Person, (ii)
two duly executed copies of IRS Form W-8IMY (and all appropriate attachment) or (iii) two duly executed copies of IRS Form
W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Transferred Certificate(s) and state that
interest and original issue discount on the Transferred Certificate(s) is, or is expected to be, effectively connected with a U.S.
trade or business. The Purchaser agrees to provide to the Certificate Administrator an updated IRS Form W-8BEN, IRS Form W-8 BEN-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 Administrator may reasonably request, on or before the date that any such IRS form or certification expires or becomes
obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished
by it to the Certificate Administrator.


 


For the purposes of this
paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation, partnership (except
to the extent provided in


 



    L-4-3


     


    

 


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


 


Please make all payments
due on the Transferred Certificates:**


 


(a)       by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 


Account number:_________________________



Institution:__________________________________


 


(b)       by
mailing a check or draft to the following address:




	 	 	 
	 	 	 
	 	 	 





 


 


The Class [__] Certificates
registered in the name of the Purchaser should be delivered to a representative of:





	 	 	 
	 	 	 
	 	 	 


 


The mailing address of
the Purchaser is:





	 	 	 
	 	 	 
	 	 	 


 





 



 


**     
Please select (a) or (b).


 




    L-4-4


     


    







	 	 	 
	 	Very truly yours,
	 	 
	 	[Insert Name of Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________________, 20__


 




    L-4-5


     


    

  


ANNEX 1



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for Purchasers other than Registered
Investment Companies]


 


The undersigned hereby certifies as follows
to Citigroup Commercial Mortgage Securities Inc. (the “Seller”) and Citibank, N.A., as Certificate Registrar,
with respect to the commercial mortgage pass-through certificate being transferred (the “Transferred Certificate”)
as described in the Investment Representation Letter to which this certification relates and to which this certification is an
Annex:


 


1.       As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificate (the “Purchaser”).


 


2.       The
Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933,
as amended (“Rule 144A”) because (i) the Purchaser owned and/or invested on a discretionary basis $______________________2
in securities (other than the excluded securities referred to below) as of [specific date since the close of the Purchaser’s
most recent fiscal year][the end of the Purchaser’s most recent fiscal year] (such amount being calculated in accordance
with Rule 144A) and (ii) the Purchaser satisfies the criteria in the category marked below.


 


		___	Corporation, etc. The Purchaser is a corporation (other than a bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended.



 


		___	Bank. The Purchaser (a) is a national bank or a banking institution organized under the laws of any State, U.S.
territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State
or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited
net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto,
as of a date not more than 16 months preceding the date of sale of the Transferred Certificate in the case of a U.S. bank, and
not more than 18 months preceding such date of sale for a foreign bank or equivalent institution.



 


		___	Savings and Loan. The Purchaser (a) is a savings and loan association, building and loan association, cooperative
bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision
over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an 



 





 



 


2
Purchaser must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Purchaser is a dealer,
and, in that case, Purchaser must own and/or invest on a discretionary basis at least $10,000,000 in securities.


 






    Annex-1-1


     


    

 


audited net
worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as
of a date not more than 16 months preceding the date of sale of the Transferred Certificate in the case of a U.S. savings and loan
association, and not more than 18 months preceding such date of sale for a foreign savings and loan association or equivalent institution.


 


		___	Broker-dealer. The Purchaser is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934,
as amended.



 


		___	Insurance Company. The Purchaser is an insurance company whose primary and predominant business activity is the writing
of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a State, U.S. territory or the District of Columbia.



 


		___	State or Local Plan. The Purchaser is a plan established and maintained by a State, its political subdivisions, or any
agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.



 


		___	ERISA Plan. The Purchaser is an employee benefit plan within the meaning of Title I of the Employee Retirement Income
Security Act of 1974, as amended.



 


		___	Investment Advisor. The Purchaser is an investment advisor registered under the Investment Advisers Act of 1940, as
amended.



 


		___	Other. (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under
subsection (a) (1) of Rule 144A pursuant to which it qualifies. Note that registered investment companies should complete
Annex 2 rather than this Annex 1.)
	 	 	 
	 	 	 
	 	 	 



  


3.       The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser,
(ii) securities that are part of an unsold allotment to or subscription by the Purchaser, if the Purchaser is a dealer, (iii) bank
deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned
but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the Purchaser, the Purchaser did not include any of the
securities referred to in this paragraph.


 






    Annex-1-2


     


    

 


4.       For
purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, the
Purchaser used the cost of such securities to the Purchaser, unless the Purchaser reports its securities holdings in its financial
statements on the basis of their market value, and no current information with respect to the cost of those securities has been
published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Purchaser may
have included securities owned by subsidiaries of the Purchaser, but only if such subsidiaries are consolidated with the Purchaser
in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Purchaser’s direction. However, such securities were not included if the Purchaser is
a majority-owned, consolidated subsidiary of another enterprise and the Purchaser is not itself a reporting company under the Securities
Exchange Act of 1934, as amended.


 


5.       The
Purchaser acknowledges that it is familiar with Rule 144A and understands that the Seller and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser may
be in reliance on Rule 144A.  


	 	____	____	 	 
	 	Yes	No	 	Will the Purchaser be purchasing the
Transferred Certificate only for the Purchaser’s own account





 


6.       If
the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other
than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning
of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Purchaser
through one or more of the appropriate methods contemplated by Rule 144A.


 


7.       The
Purchaser will notify each of the parties to which this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation
of this certification as of the date of such purchase. In addition, if the Purchaser is a bank or savings and loan as provided
above, the Purchaser agrees that it will furnish to such parties any updated annual financial statements that become available
on or before the date of such purchase, promptly after they become available.


 


8.       Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
to which the Transferred Certificate was issued.


 





	 	 	 	 	 	 	 	 
	 	Print Name of Purchaser
	 	 
	 	By:	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 	Date:	 	 	 


 






    Annex-1-3


     


    

 


ANNEX
2



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for Purchasers that are Registered Investment
Companies]


 


The undersigned hereby certifies as follows
to Citigroup Commercial Mortgage Securities Inc. (the “Seller”) and Citibank, N.A., as Certificate Registrar,
with respect to the mortgage pass-through certificate being transferred (the “Transferred Certificate”) as described
in the Investment Representation Letter to which this certification relates and to which this certification is an Annex:


 


1.       As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificate (the “Purchaser”) or, if the Purchaser is a “qualified
institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”)
because the Purchaser is part of a Family of Investment Companies (as defined below), is an executive officer of the investment
adviser (the “Adviser”).


 


2.       The
Purchaser is a “qualified institutional buyer” as defined in Rule 144A because (i) the Purchaser is an investment
company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Purchaser alone owned
and/or invested on a discretionary basis, or the Purchaser’s Family of Investment Companies owned, at least $100,000,000
in securities (other than the excluded securities referred to below) as of [specific date since the close of the Purchaser’s
most recent fiscal year][the end of the Purchaser’s most recent fiscal year]. For purposes of determining the amount of securities
owned by the Purchaser or the Purchaser’s Family of Investment Companies, the cost of such securities was used, unless the
Purchaser or any member of the Purchaser’s Family of Investment Companies, as the case may be, reports its securities holdings
in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at market.


 


		____	The Purchaser owned and/or invested on a discretionary basis $___________________ in securities (other than the excluded securities
referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance with
Rule 144A).



 


		____	The Purchaser is part of a Family of Investment Companies which owned in the aggregate $______________ in securities (other
than the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being
calculated in accordance with Rule 144A).



 


3.       The
term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof)
that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries
of the same parent or because one investment adviser is a majority owned subsidiary of the other).


 






    Annex-2-1


     


    

 


4.       The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser
or are part of the Purchaser’s Family of Investment Companies, (ii) bank deposit notes and certificates of deposit,
(iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement
and (vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Purchaser, or owned by the Purchaser’s Family of Investment Companies, the
securities referred to in this paragraph were excluded.


 


5.       The
Purchaser is familiar with Rule 144A and understands that the parties to which this certification is being made are relying
and will continue to rely on the statements made herein because one or more sales to the Purchaser will be in reliance on Rule 144A. 





	 	____	____	 	 
	 	Yes	No	 	Will
the Purchaser be purchasing the Transferred Certificate only for the Purchaser’s own account


 


6.       If
the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other
than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning
of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Purchaser
through one or more of the appropriate methods contemplated by Rule 144A.


 


7.       The
undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein.
Until such notice, the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation of this certification
by the undersigned as of the date of such purchase.


 


8.       Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
to which the Transferred Certificate was issued. 





	 	 	 	 	 	 	 	 
	 	Print Name of Purchaser or Adviser
	 	 
	 	By:	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	IF
AN ADVISER:
	 	 	 	 	 
	 	Print Name of Purchaser
	 	 	 	 	 
	 	Date:	 	 	 


 



    Annex-2-2


     


    










 





EXHIBIT L-5


 


FORM
OF TRANSFEREE Certificate for Transfer of vrr INTEREST 


 


[Date]


 


	
        Citibank, N.A.,

        as Certificate Registrar

        480 Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

         
	 	
        Citigroup Commercial Mortgage Securities Inc.

        388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

        Telecopy number: (646) 328-2943

        E-mail: richard.simpson@citi.com

	 	 	 
	
        German American Capital Corporation

        60 Wall Street

        New York, New York 10005

        Attention: Lainie Kaye

        with a copy by electronic mail to lainie.kaye@db.com
and to cmbs.requests@db.com
	 	
        Citigroup Commercial Mortgage Securities Inc.

        390 Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Raul Orozco

        Telecopy number: (347) 394-0898

        E-mail: raul.d.orozco@citi.com

	 	 	 
	 	 	
        Citigroup Commercial Mortgage Securities Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan M. O’Connor

        Telecopy number: (646) 862-8988

        E-mail: ryan.m.oconnor@citi.com



 


		Re:	Benchmark
                                         2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank,
                                         National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park
                                         Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
                                         Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
                                         as Trustee



 


Ladies and Gentlemen:


 


[_____] (the “Purchaser”)
hereby agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar, Retaining
Sponsor and Depositor, that:


 


		1.	The Purchaser is acquiring from [__________] (the “Transferor”) $[_____] principal
balance of the Class VRR Certificates (the “Transferred Interest”).



 






    L-5-1


     


    

 


		2.	The Purchaser is aware that, following its acquisition of the Transferred Interest, the Certificate
Registrar will not register any transfer of the Transferred Interest by the Purchaser unless the transferee, or such transferee’s
agent, delivers to the Certificate Registrar, among other things, a certificate in substantially the same form as this certificate.
The Purchaser expressly agrees that it will not consummate any such transfer if it knows or believes that any representation contained
in such certificate is false.



 


		3.	If the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of any ERISA Restricted Certificate constituting a portion of the Transferred Interest, (a) all of the conditions of Parts I and
III of PTCE 95-60 will be satisfied with respect to the acquisition of such ERISA Restricted Certificate and (b) the acquisition
of such ERISA Restricted Certificate will be effected through Citigroup Global Markets Inc., Deutsche Bank Securities Inc. or J.P.
Morgan Securities LLC, or an affiliate thereof.



 


		4.	Check one of the following:



 


☐        The
Purchaser agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar,
Retaining Sponsor and Depositor, that the transfer will occur during the VRR Interest Transfer Restriction Period and that:


 


		A.	The Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation
RR, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	The Purchaser is not acquiring the Transferred Interest as a nominee, trustee or agent for any
person that is not a Majority-Owned Affiliate, and that for so long as it retains its interest in the Transferred Interest, it
will remain a Majority-Owned Affiliate.



 


		C.	The Purchaser has executed and delivered a joinder agreement substantially in the form attached
as Exhibit C to the Credit Risk Retention Agreement, dated and effective as of February 1, 2019 (the “Vertical
Credit Risk Retention Agreement”), between German American Capital Corporation, Deutsche Bank AG, New York
Branch, Citi Real Estate Funding Inc. and JPMorgan Chase Bank, National Association, pursuant to which the Purchaser has agreed
to be bound by the terms of the Vertical Credit Risk Retention Agreement to the same extent as if the Purchaser was the Transferor.



 


		D.	The Purchaser hereby makes each representation set forth in Section 4(b) of the Vertical Credit
Risk Retention Agreement, other than the representations in Sections 4(b)(viii) and 4(b)(ix) [and except that it is a [_____],
duly organized, validly existing and in good standing under the laws of [_____]].



 


		E.	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 its ownership of the Transferred Interest will satisfy
the risk retention requirements of the Transferor, in its capacity as [the retaining sponsor][an originator] under Regulation RR.



 






    L-5-2


     


    

 


☐        The
Purchaser certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor
and Depositor, that the transfer will occur after the termination of the VRR Interest Transfer Restriction Period.


 


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 senior officer this ___day of _________,
20__.


 


	 	[PURCHASER]
	 	 	 
		By:	 
	 	 	Name:

Title:


 


The foregoing certificate is hereby confirmed,
and the transfer is accepted, as of the date first above written:


 





	[APPLICABLE RETAINING PARTY]3	 
	 	 	 
	By:	 	 
	 	Name:

Title:	 
	 	 	 
	[Medallion
Stamp Guarantee]	 


 





	[GERMAN AMERICAN CAPITAL CORPORATION]4	 
	 	 	 
	By:	 	 
	 	Name:

                                         Title:	 


 








 



 


3 Signature of Retaining Party is required if the Retaining Party
is different than the transferor


4 Signature of Retaining Sponsor is required if the Retaining Sponsor
is different than the applicable Retaining Party


 






    L-5-3


     


    

 





	By:	 	 
	 	Name:

Title:	 


 





	CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.	 
	 	 	 
	By:	 	 
	 	Name:

Title:	 


 





    L-5-4


     


    

 


EXHIBIT L-6


 


FORM
OF TRANSFEROR Certificate for Transfer of VRR INTEResT


 


[Date]


 


	
        Citibank, N.A.,

        as Certificate Registrar

        480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window
	 	
        Citigroup Commercial Mortgage Securities Inc.

        388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

        Telecopy number: (646) 328-2943

        E-mail: richard.simpson@citi.com

	 	 	 
	
        German American Capital Corporation

        60 Wall Street

        New York, New York 10005

        Attention: Lainie Kaye

        with a copy by electronic mail to lainie.kaye@db.com
and to cmbs.requests@db.com
	 	
        Citigroup Commercial Mortgage Securities Inc.

        390 Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Raul Orozco

        Telecopy number: (347) 394-0898

        E-mail: raul.d.orozco@citi.com

	 	 	 
	 	 	
        Citigroup Commercial Mortgage Securities Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan M. O’Connor

        Telecopy number: (646) 862-8988

        E-mail: ryan.m.oconnor@citi.com



 





	Re:	Benchmark
                                         2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9
                                         (the “Certificates”)


  


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of $[_____] principal
balance of the Class VRR Certificates (the “Transferred Interest”).


 


The Certificates were
issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Pooling


 



    L-6-1


     


    

 


and Servicing Agreement. The Transferor
hereby certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor and
Depositor, that:


 


		1.	The transfer is in compliance with Sections 5.02 and 5.03 of the Pooling and Servicing Agreement.



 


		2.	Check one of the following:



 


		☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that the transfer will occur during the VRR Interest Transfer Restriction Period and
that:



 


		A.	The transfer is in compliance with the Credit Risk Retention
Agreement, between German American Capital Corporation, Deutsche Bank AG, New York Branch, Citi Real Estate Funding Inc. and JPMorgan
Chase Bank, National Association, dated and effective as of February 1, 2019 (the “Vertical Credit Risk Retention Agreement”).



 


		B.	The Transferee is a “majority-owned affiliate”,
as such term is defined in Regulation RR, of the Transferor.



 


		C.	The Transferor has complied in all material respects
with all of the covenants in the Vertical Credit Risk Retention Agreement during the period from the date of the Vertical Credit
Risk Retention Agreement through and including the date of this transfer.



 


		D.	All of the representations and warranties made by the
Transferor in the Vertical Credit Risk Retention Agreement are true and correct as of the date of the transfer.



 


		E.	All of the requirements set forth in Section 3(c) of
the Vertical Credit Risk Retention Agreement have been complied with through and including the date of the transfer.



 


		☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that the transfer will occur after the termination of the VRR Interest Transfer Restriction
Period.



 


		3.	The Transferor understands that the Transferee has delivered
to you a Transferee Certificate in the form attached to the Pooling and Servicing Agreement as Exhibit L-5. The Transferor
does not know or believe that any representation contained therein is false.



 


IN WITNESS WHEREOF, the
Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________,
20__.


 






    L-6-2


     


    

 





	 	[TRANSFEROR]
	 	 	 
		By:	 
	 	 	Name:

Title:


 


The foregoing certificate is hereby confirmed,
and the transfer is accepted, as of the date first above written:


 





	[APPLICABLE RETAINING PARTY]5	 
	 	 	 
	By:	 	 
	 	Name:

Title:	 
	 	 	 
	[Medallion
Stamp Guarantee]	 


 





	[GERMAN AMERICAN CAPITAL CORPORATION]6	 
	 	 	 
	By:	 	 
	 	Name:

Title:	 
	 	 	 
	By:	 	 
	 	Name:

Title:	 


 


CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.


 








 



 


5 Signature of Retaining Party is required if the Retaining Party
is different than the transferor


6 Signature of Retaining Sponsor is required if the Retaining Sponsor
is different than the applicable Retaining Party



 



    L-6-3


     


    

 





	By:	 	 
	 	Name:

Title:	 


 




    L-6-4


     


    

 


The foregoing certificate is hereby confirmed,
and the transfer is accepted, as of the date first above written:


 





	[APPLICABLE RETAINING PARTY]7	 
	 	 	 
	By:	 	 
	 	Name:

Title:	 


 





	[CITI REAL ESTATE FUNDING INC.]8	 
	 	 	 
	By:	 	 
	 	Name:

Title:	 


  








 



 


7 Signature of Retaining Party is required if the Retaining Party
is different than the transferor


8 Signature of Retaining Sponsor is required if the Retaining Sponsor
is different than the applicable Retaining Party


 





    L-6-1


     


    

 


EXHIBIT M-1A



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(FOR PERSONS OTHER THAN THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
        Wells Fargo Bank, National Association

Commercial Mortgage Servicing 

        Three Wells Fargo 

        401 South Tryon Street, 8th Floor 

        MAC D1050-084 

        Charlotte, North Carolina 28202 

        Attention: Benchmark 2019-B9 Asset Manager 

        Fax number: (704) 715-0036 

        Email: commercial.servicing@wellsfargo.com 
	
        Wilmington Trust, National Association, 

        as Trustee 

        1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee – Benchmark 2019-B9 

        Email: cmbstrustee@wilmingtontrust.com

         

	 	 
	
        Citibank, N.A. 

        388 Greenwich Street 

        New York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B9 

        Email: ratingagencynotice@citi.com
	
        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th Floor 

        New York, New York 10016

Attention: Benchmark 2019-B9 – Surveillance Manager 

         

        (with a copy sent contemporaneously via 

        email to cmbs.notices@parkbridgefinancial.com) 

	 	 
	
        LNR Partners, LLC 

        1601 Washington Avenue, Suite 700 

        Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Email: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com 
	 


 


		Re:	Benchmark
                                         2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9



 


In accordance with
the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of February 1, 2019 (the
“Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate


 






    M-1A-1


     


    

 


Administrator,
and Wilmington Trust, National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the][a] [[investment advisor or manager of a][Certificateholder][Certificate Owner][prospective purchaser] of the
Class ___ Certificates][Risk Retention Consultation Party][Serviced Companion Loan Holder][Companion Loan Holder Representative],
and is neither the Controlling Class Representative nor a Controlling Class Certificateholder.


 


2.       The
undersigned has received a copy of the Prospectus.9


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
[Master Servicer’s website][Certificate Administrator’s Website] and/or is requesting the information identified on
the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Agreement.


 


In consideration of
the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the
related Certificates or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise from
such governmental or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver a certification
substantially similar to this, except from holders, beneficial owners and prospective purchasers of any related Companion Loan
Securities (if applicable)), and such Information will not, without the prior written consent of the Trustee, be otherwise disclosed
by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part, unless required to do so by law.


 


The undersigned will
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such
breach by the undersigned or any of its Representatives.


 


6.       The
undersigned agrees that each time it accesses the [Master Servicer’s website][Certificate Administrator’s Website],
the undersigned is deemed to have recertified that the representations and covenants contained herein remain true and correct. 


 


 






 


9
Only required for a Certificateholder, a Certificate Owner, a Risk Retention Consultation Party or a prospective
purchaser of a Certificate (or an investment advisor or manager of the foregoing).


 






    M-1A-2


     


    

 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name
to be signed hereto by its duly authorized signatory, as of the day and year written above. 





	 	 	 	 	 	 	 	 
	 	[[Investment advisor or
manager of a] [Certificateholder][Certificate Owner][Prospective Purchaser][Risk Retention Consultation Party][Serviced Companion
Loan Holder][Companion Loan Holder Representative]
	 	 
	 	By:	 	 	 
	 	 	 	 	 
	 	Name:	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company: 	 	 
	 	 	 	 
	 	Phone: 	 	 	 


 







    M-1A-3


     


    

 


EXHIBIT M-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
        Wells Fargo Bank, National Association

Commercial Mortgage Servicing 

        Three Wells Fargo 

        401 South Tryon Street, 8th Floor 

        MAC D1050-084 

        Charlotte, North Carolina 28202 

        Attention: Benchmark 2019-B9 Asset Manager 

        Fax number: (704) 715-0036 

        Email: commercial.servicing@wellsfargo.com 
	
        Wilmington Trust, National Association, 

        as Trustee 

        1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee – Benchmark 2019-B9 

        Email: cmbstrustee@wilmingtontrust.com

         

	 	 
	
        Citibank, N.A. 

        388 Greenwich Street 

        New York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B9 

        Email: ratingagencynotice@citi.com

         
	
        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th Floor 

        New York, New York 10016

Attention: Benchmark 2019-B9 – Surveillance Manager 

         

        (with a copy sent contemporaneously via 

        email to cmbs.notices@parkbridgefinancial.com) 

	 	 
	
        LNR Partners, LLC 

        1601 Washington Avenue, Suite 700 

        Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Email: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com 
	 


 


		Re:	Benchmark 2019-B9
                                         Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9 



 


In accordance with
the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of February 1, 2019 (the
“Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee, with respect to the


 






    M-1B-1


     


    

 


above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder].


 


2.       The
undersigned is not a Borrower Party.


 


3.       The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
Certificate Administrator’s Website.


 


In consideration of
the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the
related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Information will not, without the prior written consent of the Trustee, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part, unless required to do so by law.


 


The undersigned will
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such
breach by the undersigned or any of its Representatives.


 


5.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned shall deliver the certification
attached as Exhibit M-1C to the Agreement and shall deliver to the applicable parties the notices attached as Exhibit M-1F and
Exhibit M-1G to the Agreement.






 


6.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide
such Excluded Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel
of the undersigned, (D) any Affiliate involved in the management of any investment in any related Borrower Party or the related
Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any
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.


 






    M-1B-2


     


    

 


7.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name
to be signed hereto by its duly authorized signatory, as of the day and year written above. 





	 	 	 	 	 	 	 	 
	 	[The Controlling Class Representative][a
Controlling Class Certificateholder]
	 	 
	 	By:	 	 	 
	 	 	 	 	 
	 	Name:	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company: 	 	 


 







    M-1B-3


     


    

 


EXHIBIT M-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
        Wells Fargo Bank, National Association

Commercial Mortgage Servicing 

        Three Wells Fargo 

        401 South Tryon Street, 8th Floor 

        MAC D1050-084 

        Charlotte, North Carolina 28202 

        Attention: Benchmark 2019-B9 Asset Manager 

        Fax number: (704) 715-0036 

        Email: commercial.servicing@wellsfargo.com 
	
        Wilmington Trust, National Association, 

        as Trustee 

        1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee – Benchmark 2019-B9 

        Email: cmbstrustee@wilmingtontrust.com 

	 	 
	
        Citibank, N.A. 

        388 Greenwich Street 

        New York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B9 

        Email: ratingagencynotice@citi.com
	
        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th Floor 

        New York, New York 10016

Attention: Benchmark 2019-B9 – Surveillance Manager 

         

        (with a copy sent contemporaneously via 

        email to cmbs.notices@parkbridgefinancial.com) 

	 	 
	
        LNR Partners, LLC 

        1601 Washington Avenue, Suite 700 

        Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Fax number: (305) 695-5601 

        Email: hbennett@starwood.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com 
	 


 


	Re:	Benchmark 2019-B9
                                  Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9



 


In accordance with
the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of February 1, 2019 (the
“Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate


 






    M-1C-1


     


    

 


Administrator,
and Wilmington Trust, National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following Mortgage Loans (the “Excluded Controlling Class Mortgage
Loans”):


 


	Mortgage Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 
	 	 	 


 


3.       Except
with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Agreement to
certain information (the “Information”) on the Certificate Administrator’s Website.


 


In consideration of
the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the
related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Information will not, without the prior written consent of the Trustee, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part, unless required to do so by law.


 


The undersigned will
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using, and shall not access, review
or use, Excluded Information (as defined in the Agreement) relating to the Excluded Controlling Class Mortgage Loans to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Agreement.


 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such
breach by the undersigned or any of its Representatives.


 


6.       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,


 






    M-1C-2


     


    

 


the
undersigned hereby agrees that it (i) will not directly or indirectly provide such Excluded Information to (A) any related Borrower
Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned, (D) any Affiliate involved
in the management of any investment in any related Borrower Party or the related Mortgaged Property or (E) to its actual knowledge,
any non-Affiliate that holds a direct or indirect ownership interest in any 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.


 


7.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name
to be signed hereto by its duly authorized signatory, as of the day and year written above. 





	 	 	 	 	 	 	 	 
	 	[The Controlling Class Representative]
[a Controlling Class Certificateholder]
	 	 
	 	By:	 	 	 
	 	 	 	 	 
	 	Name:	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company: 	 	 


 







    M-1C-3


     


    

 


EXHIBIT M-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the CONTROLLING CLASS REPRESENTATIVE and/or a Controlling Class
Certificateholder, A RISK RETENTION CONSULTATION PARTY OR a Holder of class
vrr Certificate(S))


 


[Date]


 


	
        Wells Fargo Bank, National Association

Commercial Mortgage Servicing 

        Three Wells Fargo 

        401 South Tryon Street, 8th Floor 

        MAC D1050-084 

        Charlotte, North Carolina 28202 

        Attention: Benchmark 2019-B9 Asset Manager 

        Fax number: (704) 715-0036 

        Email: commercial.servicing@wellsfargo.com 
	
        Wilmington Trust, National Association, 

        as Trustee 

        1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee – Benchmark 2019-B9 

        Email: cmbstrustee@wilmingtontrust.com

         

	 	 
	
        Citibank, N.A. 

        388 Greenwich Street 

        New York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B9 

        Email: ratingagencynotice@citi.com

         
	
        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th Floor 

        New York, New York 10016

Attention: Benchmark 2019-B9 – Surveillance Manager 

         

        (with a copy sent contemporaneously via 

        email to cmbs.notices@parkbridgefinancial.com) 

	 	 
	
        LNR Partners, LLC 

        1601 Washington Avenue, Suite 700 

        Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw 

        Fax number: (305) 695-5601 

        Email: hbennett@starwood.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com 
	 


 


		Re:	Benchmark 2019-B9
                                         Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9 



 


In accordance with
the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of February 1, 2019 (the
“Agreement”), between Citigroup


 






    M-1D-1


     


    

 


Commercial
Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate
Administrator, and Wilmington Trust, National Association, as Trustee, with respect to the above-referenced certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the][a] [[investment advisor or manager of a][Certificateholder][Certificate Owner][prospective purchaser] of the
Class ___ Certificates][Serviced Companion Loan Holder][Companion Loan Holder Representative].


 


2.       The
undersigned is neither the Controlling Class Representative nor a Controlling Class Certificateholder.


 


3.       The
undersigned is not a Risk Retention Consultation Party and is not a Holder of any Class VRR Certificate.


 


4.       The
undersigned has received a copy of the Prospectus.10


 


5.       The
undersigned is a Borrower Party.


 


6.       The
undersigned is requesting access pursuant to the Agreement to the Distribution Date Statement (the “Information”)
on the Certificate Administrator’s Website.


 


In consideration of
the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the
related Certificates or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise from
such governmental or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver a certification
substantially similar to this, except from holders, beneficial owners and prospective purchasers of any related Companion Loan
Securities (if applicable)), and such Information will not, without the prior written consent of the Trustee, be otherwise disclosed
by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part, unless required to do so by law.


 


The undersigned will
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


7.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset





 





 



 


10
Only required for a Certificateholder, a Certificate Owner or a prospective purchaser of a Certificate (or an investment
advisor or manager of the foregoing).


 






    M-1D-2


     


    

 


Representations
Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


8.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


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 Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the day and year written above. 


	 	 	 	 	 	 	 	 	 
	 	[[Investment advisor or manager
of a]

[Certificateholder][Certificate Owner][Prospective Purchaser]]

[Serviced Companion Loan Holder][Companion Loan Holder Representative]
	 	 	
	 	 	By:	 	 	 
	 	 	 	 	 	 
	 	 	Name:	 	 	 
	 	 	 	 	 	 
	 	 	Title:	 	 	 
	 	 	 	 	 	 
	 	 	Company: 	 	 
	 	 	 	 	 
	 	 	Phone: 	 	 	 





 







    M-1D-3


     


    

 


EXHIBIT M-1E


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for A Risk Retention Consultation Party OR a Holder of Class VRR Certificate(S))


 


[Date]


 


	
        Wells Fargo Bank, National Association

Commercial Mortgage Servicing 

        Three Wells Fargo 

        401 South Tryon Street, 8th Floor 

        MAC D1050-084 

        Charlotte, North Carolina 28202 

        Attention: Benchmark 2019-B9 Asset Manager 

        Fax number: (704) 715-0036 

        Email: commercial.servicing@wellsfargo.com 
	
        Wilmington Trust, National Association, 

        as Trustee 

        1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee – Benchmark 2019-B9 

        Email: cmbstrustee@wilmingtontrust.com 

	 	 
	
        Citibank, N.A. 

        388 Greenwich Street 

        New York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B9 

        Email: ratingagencynotice@citi.com

         
	
        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th Floor 

        New York, New York 10016

Attention: Benchmark 2019-B9 – Surveillance Manager 

         

        (with a copy sent contemporaneously via 

        email to cmbs.notices@parkbridgefinancial.com) 

	 	 
	
        LNR Partners, LLC 

        1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw 

        Fax number: (305) 695-5601 

        Email: hbennett@starwood.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com 
	 


 


		Re:	Benchmark 2019-B9
                                         Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9 



 


In accordance with
the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of February 1, 2019 (the
“Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as


 






    M-1E-1


     


    

 


Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


1.       The
undersigned is a Risk Retention Consultation Party or a Holder of the Class VRR Certificates.


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Agreement to the Distribution Date Statement (the “Information”)
on the Certificate Administrator’s Website.


 


In consideration of
the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the
related Certificates or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise from
such governmental or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver a certification
substantially similar to this, except from holders, beneficial owners and prospective purchasers of any related Companion Loan
Securities (if applicable)), and such Information will not, without the prior written consent of the Trustee, be otherwise disclosed
by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part, unless required to do so by law.


 


The undersigned will
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       To
the extent undersigned receives access pursuant to the Agreement to any information relating to an Excluded RRCP Mortgage Loan
(or a Mortgage Loan with respect to which the undersigned is otherwise a Borrower Party) and/or the related Mortgaged Property
(which shall include any Major Decision Reporting Package, Asset Status Reports, Final Asset Status Reports (or summaries thereof),
inspection reports related to Specially Serviced Loans conducted by the Special Servicer or any Excluded Mortgage Loan Special
Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s
net present value determination, Collateral Deficiency Amount determination or any Appraisal Reduction Amount calculations, 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), whether on the Certificate Administrator’s
Website or otherwise, the undersigned hereby agrees that it (i) will not provide any such


 






    M-1E-2


     


    

 


information
to (A) any related Borrower Party, (B) 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 (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 limitations 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 Excluded Mortgage
Loan) shall be considered information that is aggregated with information of other Mortgage Loans at a pool level.


 


6.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such
breach by the undersigned or any of its Representatives.


 


7.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the day and year written above. 





	 	 	 	 	 	 	 	 	 
	 	[Risk Retention Consultation
Party][Holder of Class VRR Certificate(s)]
	 	 	
	 	 	By:	 	 	 
	 	 	 	 	 	 
	 	 	Name:	 	 	 
	 	 	 	 	 	 
	 	 	Title:	 	 	 
	 	 	 	 	 	 
	 	 	Company: 	 	 
	 	 	 	 	 
	 	 	Phone: 	 	 	 


 







    M-1E-3


     


    

 


EXHIBIT M-1F


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


	
        Wells Fargo Bank, National Association

Commercial Mortgage Servicing 

        Three Wells Fargo 

        401 South Tryon Street, 8th Floor 

        MAC D1050-084 

        Charlotte, North Carolina 28202 

        Attention: Benchmark 2019-B9 Asset Manager 

        Fax number: (704) 715-0036 

        Email: commercial.servicing@wellsfargo.com 
	
        Wilmington Trust, National Association, 

        as Trustee 

        1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee – Benchmark 2019-B9 

        Email: cmbstrustee@wilmingtontrust.com 

	 	 
	
        Citibank, N.A. 

        388 Greenwich Street 

        New York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B9 

        Email: ratingagencynotice@citi.com

         
	
        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th Floor 

        New York, New York 10016

Attention: Benchmark 2019-B9 – Surveillance Manager 

         

        (with a copy sent contemporaneously via 

        email to cmbs.notices@parkbridgefinancial.com) 

	 	 
	
        LNR Partners, LLC 

        1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw 

        Fax number: (305) 695-5601 

        Email: hbennett@starwood.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com 
	 


 


		Re:	Benchmark 2019-B9
                                         Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9 



 


THIS NOTICE IDENTIFIES AN “EXCLUDED
CONTROLLING CLASS MORTGAGE LOAN” RELATING TO THE Benchmark 2019-B9 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2019-B9, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION
4.02(A) OF THE POOLING AND SERVICING AGREEMENT.


 






    M-1F-1


     


    

 


In accordance with Section 4.02(a) of the
Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Agreement”), between Citigroup Commercial
Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate
Administrator, and Wilmington Trust, National Association, as Trustee, 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] [a Controlling Class Certificateholder] as of the date hereof.


 


2.           The undersigned has become an Excluded Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded
Controlling Class Mortgage Loans”):


 


	Mortgage Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 
	 	 	 


 


3.           As of the date above, the undersigned is the beneficial owner of the following Certificates, and is providing the below
information to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among
other things, the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with
respect to the Excluded Controlling Class Mortgage Loans listed in paragraph 2 if any such Mortgage Loan is an Excluded Mortgage
Loan:


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


4.           The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit M-1G 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 related to the Excluded Controlling Class Mortgage Loans
and made available on the Certificate Administrator’s


 






    M-1F-2


     


    

 


Website
or otherwise pursuant to the Agreement unless and until it (i) is no longer an Excluded Controlling Class Holder with respect
to such Excluded Controlling Class Mortgage Loans, (ii) has delivered notice of the termination of the related Excluded Controlling
Class Holder status and (iii) has submitted a new Investor Certification in accordance with Section 4.02(a) of the Agreement.


 


5.           The undersigned agrees to indemnify and hold harmless each party to the Agreement, the Underwriters, the Initial Purchasers
and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing this indemnity)
arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or person acting
on its behalf of any Excluded Information relating to the Excluded Controlling Class Mortgage Loans listed in Paragraph 2 above.


 


6.           The undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed
to have recertified that the representations and covenants contained herein remain true and correct.


 


7.           Except with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the
Agreement to certain information (the “Information”) on the Certificate Administrator’s Website. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the
related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Information will not, without the prior written consent of the Trustee, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part, unless required to do so by law. The undersigned will not use or disclose the Information
in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities
Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously
registered pursuant to Section 5 of the Securities Act.


 


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 hereby agrees that it (i) will not directly or indirectly
provide such Excluded Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees
or personnel of the undersigned, (D) any Affiliate involved in the management of any investment in any related Borrower Party or
the related Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest
in any 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 hereby certifies that an executed copy of this certification in paper form has been delivered in accordance
with the notice provisions of the Agreement to


 






    M-1F-3


     


    

 


each
of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Agreement.


 


IN WITNESS WHEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto by its duly authorized
signatory, as of the day and year written above. 





	 	 	 	 	 	 	 	 	 
	 	[Controlling Class Representative]  [a Controlling
Class Certificateholder]
	 	 	 
	 	 	By:	 	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	Phone:
	 	 	 	Email:
	 	 	 	Address:


  




    M-1F-4


     


    

 


EXHIBIT M-1G


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

Citibank, N.A. 

        388 Greenwich Street 

        New York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B9 

        Email: ratingagencynotice@citi.com 
	 

                                                                                 



 

		Re:	Benchmark 2019-B9
                                         Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9 



 


In accordance with Section 4.02(a) of the
Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Agreement”), between Citigroup Commercial
Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate
Administrator, and Wilmington Trust, National Association, as Trustee, 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] [a Controlling Class Certificateholder] as of the date hereof.


 


2.           The undersigned has become an Excluded Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded
Controlling Class Mortgage Loans”):


 


	Mortgage Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 
	 	 	 


 


3.           The following CitiDirect Login USER IDs are affiliated with the undersigned and access to any information on the Certificate
Administrator’s Website with respect to the Benchmark 2019-B9 Mortgage Trust securitization should be revoked as to such
users:


 






    M-1G-1


     


    

 





	 	 	 
	 	 	 
	 	 	 
	 	 	 











 


4.           The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect
to such Excluded Controlling Class Mortgage 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 Controlling Class Mortgage 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 M-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Agreement.


 


IN WITNESS WHEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto by its duly authorized
signatory, as of the day and year written above.


 


	 	 	 	[Controlling Class Representative]  [a Controlling
Class Certificateholder]



	 	 	 	 
	 	 	By: 	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	Phone:
	 	 	 	Email:
	 	 	 	Address:
	 	 	 	 	 	 
	Dated: 	 	 	 	 	 





  


cc: Citigroup Commercial Mortgage Securities Inc.


 


The undersigned hereby acknowledges that

access to CitiDirect has been revoked for

the users listed in Paragraph 3.


 


Citibank, N.A.,


 


Certificate Administrator


 





 





Name:

Title:


 




    M-1G-2


     


    

 


EXHIBIT M-1H


 


Form
of Certification of the Controlling Class Representative


 


	
        Wells Fargo Bank, National Association

Commercial Mortgage Servicing 

        Three Wells Fargo 

        401 South Tryon Street, 8th Floor 

        MAC D1050-084 

        Charlotte, North Carolina 28202 

        Attention: Benchmark 2019-B9 Asset Manager 

        Fax number: (704) 715-0036 

        Email: commercial.servicing@wellsfargo.com 
	
        Wilmington Trust, National Association, 

        as Trustee 

        1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee – Benchmark 2019-B9 

        Email: cmbstrustee@wilmingtontrust.com 

	 	 
	
        Citibank, N.A. 

        388 Greenwich Street 

        New York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B9 

        Email: ratingagencynotice@citi.com

         
	
        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th Floor 

        New York, New York 10016

Attention: Benchmark 2019-B9 – Surveillance Manager 

         

        (with a copy sent contemporaneously via 

        email to cmbs.notices@parkbridgefinancial.com) 

	 	 
	
        LNR Partners, LLC 

        1601 Washington Avenue, Suite 700 

        Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw 

        Fax number: (305) 695-5601 

        Email: hbennett@starwood.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com 
	 


 


		Re:	Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-B9



 


In accordance with
Section 6.09(d) of the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 






    M-1H-1


     


    

 


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, the undersigned agrees to and shall deliver the certification
attached as Exhibit M-1C to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit M-1F and Exhibit M-1G to the Pooling and Servicing Agreement.


 


4.       The
undersigned hereby certifies that an executed copy of this certification has been delivered to the Certificate Administrator (which
party is required to forward this notice to each of the other addressees listed above pursuant to Section 6.09(d) of the
Pooling and Servicing Agreement) in accordance with the notice provisions of the Pooling and Servicing Agreement (a) by overnight
courier, (b) mailed by registered mail, postage prepaid, or (c) if the electronic mail address of the Certificate Administrator
is specified in the notice provisions of the Pooling and Servicing Agreement, by electronic mail.


 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY ITS CERTIFICATION
HEREOF, the undersigned shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the
date certified.] 





	 	 	 	 	 	 	 	 	 
	 	[The Controlling Class Representative]
	 	 	 
	 	 	By:	 	 
	 	 	 	Title:
	 	 	 	Company:
	 	 	 	Phone:


  




    M-1H-2


     


    

 


EXHIBIT M-1I


 


Form
of Certification of A Risk Retention Consultation Party


 


	
        Wells Fargo Bank, National Association

Commercial Mortgage Servicing 

        Three Wells Fargo 

        401 South Tryon Street, 8th Floor 

        MAC D1050-084 

        Charlotte, North Carolina 28202 

        Attention: Benchmark 2019-B9 Asset Manager 

        Fax number: (704) 715-0036 

        Email: commercial.servicing@wellsfargo.com 
	
        Wilmington Trust, National Association, 

        as Trustee 

        1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee – Benchmark 2019-B9 

        Email: cmbstrustee@wilmingtontrust.com

         

	 	 
	
        Citibank, N.A. 

        388 Greenwich Street 

        New York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B9 

        Email: ratingagencynotice@citi.com

         
	
        LNR Partners, LLC 

        1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw 

        Fax number: (305) 695-5601 

        Email: hbennett@starwood.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com 

	 	 
	
        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th Floor 

        New York, New York 10016

Attention: Benchmark 2019-B9 – Surveillance Manager 

         

        (with a copy sent contemporaneously via 

        email to cmbs.notices@parkbridgefinancial.com) 
	
        Citigroup Commercial Mortgage Securities Inc. 

        388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson 

        Telecopy number: (646) 328-2943 

        E-mail: richard.simpson@citi.com 

	 	 
	
        Citigroup Commercial Mortgage Securities Inc. 

        390 Greenwich Street, 5th Floor 

        New York, New York 10013 

        Attention: Raul Orozco 

        Telecopy number: (347) 394-0898 

        E-mail: raul.d.orozco@citi.com 
	
        Citigroup Commercial Mortgage Securities Inc. 

        388 Greenwich Street, 17th Floor 

        New York, New York 10013 

        Attention: Ryan M. O’Connor 

        Telecopy number: (646) 862-8988 

        E-mail: ryan.m.oconnor@citi.com 



 


		Re:	Benchmark 2019-B9
                                         Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9



 






    M-1I-1


     


    

 


In accordance with
Section 6.09(i) of, and the definition of “Risk Retention Consultation Party” in, the Pooling and Servicing Agreement,
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the [VRR1][VRR2][VRR3] Risk Retention Consultation Party.


 


2.       The
undersigned’s address for the purposes of Section 12.04 of the Pooling and Servicing Agreement is as follows:


 


[INSERT ADDRESS OF
RISK RETENTION CONSULTATION PARTY]


 


3.       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.


 


4.       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.


 





	 	 	 	[RISK
RETENTION CONSULTATION PARTY]



	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 

                           
	 	 





Dated: ____________ 


 






    M-1I-2


     


    


 


EXHIBIT M-2A


 


FORM OF INVESTOR CERTIFICATION FOR
EXERCISING VOTING RIGHTS FOR NON-BORROWER PARTY


 


[Date]


 


Citibank, N.A.,





as Certificate Administrator





388 Greenwich Street





New York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B9


 





	Attention:		Benchmark
2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9
	 









 


In accordance with
the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2019
(the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


1.           The
undersigned is a [Certificateholder][Certificate Owner] of Class ___ Certificates [with an aggregate [principal balance][notional
amount] of $[________]][representing a [__]% Percentage Interest in the applicable Class].


 


2.           The
undersigned has received a copy of the Prospectus.


 


3.           The
undersigned is not a Borrower Party.


 


4.           The
undersigned is permitted and intends to exercise Voting Rights under the Agreement and certifies that (please check one of the
following):


 


		___	The undersigned is the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage
Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or
a Mortgage Loan Seller, and the undersigned is not prohibited from such exercise of Voting Rights based on the definition of “Certificateholder”
in the Agreement by reason of acting in such capacity.



 


		___	The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, an
Excluded Mortgage Loan Special Servicer, the Trustee, the 



 






    M-2A-1


     


    




 


		 	Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or a
                                                                  Mortgage Loan Seller, and the undersigned is not prohibited from such exercise of Voting Rights based on the definition of
                                                                  “Certificateholder” in the Agreement by reason of its Affiliate acting in such capacity.



 


		___	The undersigned is not the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage
Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, a
Mortgage Loan Seller or an Affiliate of any of the foregoing.



 


5.           The
undersigned shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer
and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any
of its Representatives.


 


6.           Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the day and year written above.





	 	 	 	 	 	 	 	 	 
	 	 	[Certificateholder] [Certificate Owner]
	 	 	
	 	 	By:	 	 	 
	 	 	 	 	 	 
	 	 	Name:	 	 	 
	 	 	 	 	 	 
	 	 	Title:	 	 	 
	 	 	 	 	 	 
	 	 	Company: 	 	 
	 	 	 	 	 
	 	 	Phone: 	 	 	 





 




    M-2A-2


     


    

 


EXHIBIT M-2B


 


FORM OF INVESTOR CERTIFICATION FOR
EXERCISING VOTING RIGHTS FOR BORROWER PARTY


 


[Date]


 


Citibank, N.A.,





as Certificate Administrator





388 Greenwich Street





New York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B9


 





	Attention:		Benchmark
2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9
	 






 


In accordance with
the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2019
(the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


1.       The
undersigned is a [Certificateholder][Certificate Owner] of Class ___ Certificates [with an aggregate [principal balance][notional
amount] of $[________]][representing a [__]% Percentage Interest in the applicable Class].


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is a Borrower Party.


 


4.       The
undersigned is [not] an Excluded Controlling Class Holder. [IF YES, PLEASE COMPLETE THE FOLLOWING: The undersigned is an Excluded
Controlling Class Holder with respect to the following Mortgage Loan(s):


 





	Mortgage Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 


 






    M-2B-1


     


    

 


]


 


5.            The
undersigned is permitted and intends to exercise Voting Rights under the Agreement and certifies that (please check all that apply):


 


		___	Such exercise of Voting Rights does not involve giving any consent, approval or waiver or taking
any other action with respect to any Mortgage Loan as to which the undersigned is a Borrower Party.



 


		___	The undersigned is not the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage
Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, a
Mortgage Loan Seller or an Affiliate of any of the foregoing.



 


		___	The undersigned is the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage
Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or
a Mortgage Loan Seller, and the undersigned is not prohibited from such exercise of Voting Rights based on the definition of “Certificateholder”
in the Agreement by reason of acting in such capacity.



 


		___	The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, an
Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or a Mortgage Loan Seller, and the undersigned is not prohibited from such exercise of Voting Rights based on the definition
of “Certificateholder” in the Agreement by reason of its Affiliate acting in such capacity.



 


		6.	The undersigned shall be fully liable for any breach of this agreement by itself or any of its
officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) and
shall indemnify the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee,
the Master Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to
any such breach by the undersigned or any of its Representatives.



 


7.            Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the day and year written above.


 





	 	 	 	 	 	 	 	 	 
	 	 	[Certificateholder] [Certificate
Owner]
	 	 	
	 	 	By:	 	 	 


 







    M-2B-2


     


    

 





	 	 	 	 	 	 	 	 	 
	 	 	Name:	 	 	 
	 	 	 	 	 	 
	 	 	Title:	 	 	 
	 	 	 	 	 	 
	 	 	Company: 	 	 
	 	 	 	 	 
	 	 	Phone: 	 	 	 


 






    M-2B-3


     


    

 


EXHIBIT M-3


 


FORM OF ONLINE VENDOR CERTIFICATION


 


This Certification
has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction
of the Depositor. If you represent a Vendor Provider not listed herein and would like access to the information, please contact
[the Certificate Administrator’s customer service desk at [1-888-855-9695]]


 


In connection with
the Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9 (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management Inc.,
CMBS.com, Inc., Moody’s Analytics, Markit Group Limited, RealINSIGHT or a market data provider that has been given access
to the Distribution Date Statements, CREFC reports and supplemental notices on https://sf.citidirect.com (“CitiDirect”)
by request of the Depositor.


 


2.       The
undersigned agrees that each time it accesses CitiDirect, 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 CitiDirect is for its own use only,
and agrees that it will not disseminate or otherwise make such information available to any other person without the written consent
of the Depositor, and any confidentiality agreement applicable to the undersigned with respect to information obtained from the
Rule 17g-5 Information Provider’s Website shall also be applicable to information obtained from CitiDirect.


 


4.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement, dated
as of February 1, 2019, between Citigroup Commercial Mortgage Securities Inc., as depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services
LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee.


 






    M-3-1


     


    

 


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.


 











	


[                   ]


	 	 
	By:	 


 











	Name: 	 



 


	Title: 	 



 


	Company: 	 



 





	Phone: 	 






 




    M-3-2


     


    

 


EXHIBIT M-4



FORM OF CONFIDENTIALITY AGREEMENT


 


	
        Wells Fargo Bank, National Association

Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: Benchmark 2019-B9 Asset Manager

        Fax number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com
	
        Citigroup Commercial Mortgage Securities Inc.

        388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

        Telecopy number: (646) 328-2943

        E-mail: richard.simpson@citi.com

	 	 
	
        LNR Partners, LLC

        1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

        Fax number: (305) 695-5601

        Email: hbennett@starwood.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com
	
        Citigroup Commercial Mortgage Securities Inc.

        390 Greenwich Street, 5th Floor 

        New York, New York 10013 

        Attention: Raul Orozco 

        Telecopy number: (347) 394-0898 

        E-mail: raul.d.orozco@citi.com

	 	 
	
        Wilmington Trust, National Association, 

        as Trustee 

        1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee – Benchmark 2019-B9 

        Email: cmbstrustee@wilmingtontrust.com
	
        Citigroup Commercial Mortgage Securities Inc. 

        388 Greenwich Street, 17th Floor 

        New York, New York 10013 

        Attention: Ryan M. O’Connor 

        Telecopy number: (646) 862-8988 

        E-mail: ryan.m.oconnor@citi.com



 





		Re:	Benchmark
2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9 





 


Ladies and Gentlemen:


 


In connection with the
Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9 (the “Certificates”),
we acknowledge that we will be furnished by Wells Fargo Bank, National Association, as Master Servicer, and LNR Partners, LLC,
as Special Servicer (and may have been previously furnished) with certain information (the “Information”).
For the purposes of this letter agreement (this “Agreement”),
“Representative” of a Person refers to such
Person’s directors, officers, employees, and agents; and “Person”
refers to any individual, group or entity.


 






    M-4-1


     


    

 


In connection with and
in consideration of our being provided with Information, we hereby acknowledge and agree that we are requesting and will use the
Information solely for purposes of making investment decisions and/or exercising the rights of the [Directing Holder][Serviced
Companion Loan Holder] with respect to the [above-referenced Certificates and the related Mortgage Loans] [[NAME OF SERVICED LOAN
COMBINATION] Loan Combination] and will not disclose such Information to any Person other than (i) our Representatives, (ii) our
auditors and regulators and (iii) any Person contemplating the purchase of [any Certificate][the [NAME OF SERVICED COMPANION
LOAN] Companion Loan] held by the undersigned or of an interest therein (or such outside Persons as are assisting it in making
an evaluation in connection with purchasing the [related Certificates][the [NAME OF SERVICED COMPANION LOAN] Companion Loan] (but
only if such Persons confirm in writing such contemplation of a prospective ownership interest and agree in writing to keep such
Information confidential)), (iv) our accountants and attorneys, and (v) such governmental or banking authorities or agencies
to which the undersigned is subject; and such Information will not, without the prior written consent of the Master Servicer or
the Special Servicer, as applicable, and the Trustee, be otherwise disclosed by the undersigned or by its Representatives in any
manner whatsoever, in whole or in part, unless required to do so by law.


 


The undersigned shall
be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the
Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special
Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned
or any of its Representatives.


 


This Agreement shall
not apply to any of the Information which: (i) is or becomes generally available and known to the public other than as a result
of a disclosure directly or indirectly by us or any of our Representatives; (ii) becomes lawfully available to us on a non-confidential
basis from a source other than you or one of your Representatives, which source is not bound by a contractual or other obligation
of confidentiality to any Person; or (iii) was lawfully known to us on a non-confidential basis prior to its disclosure to
us by you.


 


Capitalized terms used
but not defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated as of February
1, 2019, between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee.


 






    M-4-2


     


    

 


This Agreement, when
signed by us, will constitute our agreement with respect to the subject matter contained herein.


 






	 	


Very truly yours,


	 	 
	 	[NAME OF ENTITY]
	 	 	 
		By:	 



		Name:	 






		Title:	 






		Company:	 









		Phone:	 



 


		cc:	Citigroup Commercial Mortgage Securities Inc.

[Trustee]



 




    M-4-3


     


    

 


EXHIBIT M-5


 


FORM OF NRSRO CERTIFICATION


 


Citibank, N.A.,





as Certificate Administrator





388 Greenwich Street





New York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B9


 


		Re:	Benchmark
                                         2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9 



 


Ladies and Gentlemen:


 


In accordance with the requirements for obtaining
certain information pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, with respect to
the Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9 (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.             The undersigned,
a nationally recognized statistical rating organization (“NRSRO”) within the meaning of Section 3(a)(62) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”);


 


(a)            
has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e); and


 


(b)            
is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Rule 17g-5 Information Provider’s Website pursuant to the provisions of the Pooling and Servicing Agreement, and in
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except to the extent such information has been made available to the general public), and such Information will not,
without the prior written consent of the Certificate Administrator, 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.


 






    M-5-1


     


    

 


2.             The undersigned
agrees that each time it accesses the Rule 17g-5 Information Provider’s Website, it is deemed to have recertified that the
representations herein contained remain true and correct.


 


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 day and year first written above.


 





	 	Very truly yours,

	 	 
	 	[NRSRO Name]


	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	Phone:
	 	Email:
	 	 
	Dated:	 











 




    M-5-2


     


    

 


EXHIBIT N


 


CUSTODIAN CERTIFICATION


 


[DATE]


 


[All Parties to Pooling and Servicing Agreement]

[Applicable Mortgage Loan Seller]

[Each Underwriter]

[Each Initial Purchaser] 


[The related Serviced Companion Loan Holder (upon request,
in the case of a Serviced Loan Combination)]

 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing
                                         Agreement”) relating to Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage
                                         Pass-Through Certificates, Series 2019-B9 



 


Ladies and Gentlemen:


 


In accordance with the provisions of Section
2.02(b) of the Pooling and Servicing Agreement, the undersigned hereby certifies that, with respect to each Mortgage Loan, and
subject to the exceptions noted in the schedule of exceptions attached hereto, (i) all documents specified in clauses (1),
(2), (3), (4) (other than with respect to an Outside Serviced Mortgage Loan), (5), (6) (provided that the undersigned has been
notified of any related modification), (7), (15) and (20) (for any Mortgage Loan that is part of a Loan Combination) 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.


 


The undersigned makes no representations as
to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such documents contained in each Mortgage File
or any of the Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness
or suitability of any such Mortgage Loan.


 






    N-1


     


    

 


The scope of the Custodian’s review
of the Mortgage Files is limited solely to confirming that certain documents in Mortgage Files have been received and appear regular
on their face and to confirm certain other information as set forth in Section 2.02 of the Pooling and Servicing Agreement. 
The Custodian’s review of the Mortgage Files and any certification with respect thereto is not intended to and shall not
be deemed to constitute “due diligence services” or a “third party due diligence report” as such terms
are defined in Rules 17g-10 and 15Ga-2, respectively, under the Exchange Act.  Any recipient of the Custodian’s certification
or a copy thereof by its receipt thereof is deemed to agree that it shall not share such certification with any rating agency or
any party not addressed on such certification.


 


Capitalized words and phrases used herein
and not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is subject in all respects to the terms of the Pooling and Servicing Agreement.





	 	 	 
	 	Citibank, N.A.,
as Custodian

	 	 	 
	 	By:	 
	 	 	Name:
Title:





 




    N-2


     


    

 


SCHEDULE OF EXCEPTIONS


 


[          ]


 




    N-3


     


    

 


EXHIBIT O


 


SERVICING CRITERIA TO BE ADDRESSED
IN ASSESSMENT OF COMPLIANCE


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit O, other than with respect to Item 1122(d)(2)(iii), references to Master Servicer and Special Servicer below shall include
any Sub-Servicer engaged by the Master Servicer or Special Servicer, as applicable.


 


	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.	Master
    Servicer

    Special Servicer
	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Master
Servicer

Special Servicer 

        Certificate
        Administrator

         

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
    Servicer

    Special Servicer

    Custodian (in the case of the Custodian, if such entity is not also the Certificate Administrator)
	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.	Master
Servicer

Special Servicer 

        Certificate
        Administrator

         

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator

     
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Trustee (in the case of the Trustee, to the extent the Trustee was required to make an advance during the applicable calendar
    year)
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Master
    Servicer

    Special Servicer

    Certificate Administrator



 






    O-1


     


    

 


	applicable
    Servicing Criteria 	applicable
    party
	Reference	Criteria	 
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days
    after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed
    and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling
    items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number
    of days specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (excluding clauses (C) and (D) in the case of the Operating Advisor)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Reporting Servicer’s investor records, or such other
    number of days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Master
    Servicer

    Special Servicer

    Custodian
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master
    Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified
    in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related
    mortgage loan documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to
    an obligor’s unpaid principal balance.	Master
    Servicer
	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



 






    O-2


     


    

 


	applicable
    Servicing Criteria 	applicable
    party
	Reference	Criteria	 
	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



 




    O-3


     


    

 


EXHIBIT P



[Reserved]


 




    P-1


     


    

 


EXHIBIT Q


 


RETAINED DEFEASANCE RIGHTS AND OBLIGATIONS
MORTGAGE LOANS


 


	Loan Number	Mortgage Loan / Property Name	Mortgage Loan Seller
	2	Country Club Plaza	CREFI
	3	Plymouth Corporate Center	GACC
	4	Kawa Mixed Use Portfolio	CREFI
	7	Fairbridge Office Portfolio	CREFI
	9	Oracle Crossings	CREFI
	13	Woodbury Medical Office	CREFI
	14	Biltmore Portfolio	CREFI
	15	CubeSmart Phoenix & AAA Portfolio	CREFI
	18	Walgreens Chicago	CREFI
	19	New Jersey Self Storage Portfolio	CREFI
	21	Overlook Shopping Center	CREFI
	23	Courtyard Farmington Hills	GACC
	24	8701 Georgia Avenue	CREFI
	25	Home2 Suites Tampa USF	CREFI
	28	21 Astor	GACC
	30	Midwest Dollar General Portfolio	GACC
	34	Compass Self Storage MI & GA Portfolio	CREFI
	38	735 Bedford Avenue	CREFI
	39	Quail Springs Shopping Center	CREFI
	40	Best Western State College	CREFI
	41	Hampton Inn Princeton Indiana	CREFI
	42	Dupont Office Center	CREFI
	45	AAA Bypass Storage	CREFI
	46	Lynn Corporate Center	CREFI
	48	Sahara Durango Shopping Center	CREFI
	49	Fresenius Medical Care South Elgin	CREFI
	49	Fresenius Medical Center Potosi	CREFI



 




    Q-1


     


    

 


EXHIBIT R


 


FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report Date: Report will be delivered annually (pursuant
to Section 3.29(d) of the Pooling and Servicing Agreement) no later than [INSERT DATE].





Transaction: Benchmark 2019-B9 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2019-B9





Operating Advisor: [                    ]





Special Servicer: [                    ]





Directing Holder: [                    ]


 


I.                Population
of Mortgage Loans that Were Considered in Compiling This Report


 


A.                [   ] Serviced
Loans were Specially Serviced Loans during the prior calendar year [INSERT YEAR].


 


(a)               
[   ] of those Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT
YEAR].


 


(b)              
[[   ] of those Specially Serviced Loans were transferred to special servicing in the year before the prior calendar year
[INSERT YEAR].]


 


(c)               
[[   ] of those Specially Serviced Loans were transferred to special servicing 2 or more calendar years ago.]


 


(d)              
[   ] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development
of an Asset Status Report.


 


(e)               
[   ] of such Specially Serviced Loans had Final Asset Status Reports. The Final Asset Status Reports may not yet
be fully implemented.


 


(f)               
With respect to [   ] of such Specially Serviced Loans, the Operating Advisor has determined that the Special Servicer has
not delivered a Final Asset Status Report in accordance with the Pooling and Servicing Agreement for a period of at least 180 consecutive
days, any portion of which occurred during the prior calendar year [INSERT YEAR].


 





 



 


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 compliance with the terms of the Pooling and Servicing Agreement, including, without limitation,
provisions relating to Privileged Information.


 






    R-1


     


    

 


B.                [  ]
Performing Serviced Loans were, during the prior calendar year [INSERT YEAR], the subject of a Major Decision as to which the Operating
Advisor has consultation rights pursuant to Section 3.29(h) of the Pooling and Servicing Agreement.


 


II.               Executive
Summary


 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, as well as the
items listed below, the Operating Advisor has undertaken a review of the Special Servicer’s actions and decisions in respect
of (A) Specially Serviced Loans and, (B) solely in connection with Major Decisions as to which the Operating Advisor has consultation
rights following a Control Termination Event, Performing Serviced Loans, in each case in light of (1) the Servicing Standard and
(2) the requirements of the Pooling and Servicing Agreement. Based on such review, the Operating Advisor [believes / does not believe],
in its sole discretion exercised in good faith, that the Special Servicer is performing its duties in compliance with (1) the Servicing
Standard and (2) the Special Servicer’s obligations under the Pooling and Servicing Agreement. [IDENTIFY ANY MATERIAL DEVIATIONS
FROM (I) THE SERVICING STANDARD OR (II) THE SPECIAL SERVICER’S OBLIGATIONS UNDER THE POOLING AND SERVICING AGREEMENT] In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


In connection with the
assessment set forth in this report, the Operating Advisor:


 


Reviewed (A) any annual
compliance statement, assessment of compliance and/or attestation report delivered to, or made available to, the Operating Advisor
pursuant to the Pooling and Servicing Agreement with respect to the Special Servicer, and (B) any (1) Final Asset Status Reports,
(2) during the existence of a Control Termination Event, other Asset Status Reports, (3) net present value calculations, (4) Appraisal
Reduction Amount calculations and Collateral Deficiency Amount calculations, (5) Major Decision Reporting Packages, and (6) [LIST
OTHER REVIEWED INFORMATION] for the following [  ] Serviced Loans, in each case, to the extent delivered or made available
by the Special Servicer, or otherwise made available on the Certificate Administrator’s Website, to the Operating Advisor
pursuant to the Pooling and Servicing Agreement: [LIST APPLICABLE MORTGAGE LOANS]


 


III.              Specific
Items of Review


 


1.       The
Operating Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].


 


2.       During
the prior year, if a Control Termination Event existed, the Operating Advisor consulted with the Special Servicer regarding its
Major Decisions related to the following Serviced Loans: [LIST]. The Operating Advisor participated in discussions and


 






    R-2


     


    

 


made strategic
observations and recommended alternative courses of action to the extent it deemed such observations and recommendations appropriate.
The Special Servicer [agreed with/did not agree with] the recommendations made by the Operating Advisor. Such recommendations generally
included the following: [LIST].


 


3.       Appraisal
Reduction Amount calculations, Collateral Deficiency Amount calculations and net present value calculations:


 


(a)     The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized
in connection with (i) any Appraisal Reduction Amount, (ii) Collateral Deficiency Amount or (iii) net present value calculations
used in the Special Servicer’s determination of the course of action to be taken in connection with the workout or liquidation
of a Specially Serviced Loan prior to the utilization by the Special Servicer.


 


(b)     The Operating Advisor [agreed/did not agree] with the [mathematical calculations] [and/or] [the application of the applicable
non-discretionary portions of the formula] required to be utilized for such calculation.


 


(c)     After consultation with the Special Servicer to resolve any inaccuracy in the mathematical calculations or the application
of the non-discretionary portions of the related formula in arriving at those mathematical calculations, such inaccuracy [has been/
has not been] resolved.


 


4.       The
following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].


 


5.       In
addition to the other information presented herein, the Operating Advisor notes the following additional items: [LIST ADDITIONAL
ITEMS].


 


IV.               Qualifications
Related to the Work Product Undertaken and Opinions Related to this Report


 


1.       In
accordance with the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have access
to, the Special Servicer’s and the applicable Directing Holder’s discussion(s) regarding any Specially Serviced Loan.
The Operating Advisor does not have authority to speak with the applicable Directing Holder directly pursuant to the Pooling and
Servicing Agreement. As such, the Operating Advisor generally relied upon its interaction with the Special Servicer in gathering
the relevant information to generate this report.


 


2.      The
Special Servicer has the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling and
Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein.


 






    R-3


     


    

 


3.       Confidentiality
and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance of certain information
it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all
the relevant information that the Operating Advisor is given access to by the Special Servicer.


 


4.       The
Operating Advisor is not empowered to directly communicate with investors pursuant to the Pooling and Servicing Agreement. If investors
have questions regarding this report, they should address such questions to the Certificate Administrator through the Certificate
Administrator’s Website.


 


5.       
The ability to perform the duties of the Operating Advisor and the quality and the depth of any annual report will be dependent
upon the timely receipt of information required to be delivered to the Operating Advisor and the accuracy and the completeness
of such information.


 


Terms used but not defined
herein have the meaning set forth in the Pooling and Servicing Agreement.


 





[                    ]


 





	By:	 	 
	Name:	 
	Title:	 





 




    R-4


     


    

 


EXHIBIT S


 


SUBSERVICING AGREEMENTS


 


	Mortgage Loan/Property Name	Sub-Servicer Name
	Hilton Garden Inn Flowood	Midland Loan Services, a Division of PNC Bank, National Association
	120 Spring Street	Midland Loan Services, a Division of PNC Bank, National Association
	La Quinta Inn Berkeley	Midland Loan Services, a Division of PNC Bank, National Association
	Hampton Inn & Suites West Point	Midland Loan Services, a Division of PNC Bank, National Association
	PSM Building	Midland Loan Services, a Division of PNC Bank, National Association 
	Monarch Corporate Center	Midland Loan Services, a Division of PNC Bank, National Association 
	Moser Apartments	Midland Loan Services, a Division of PNC Bank, National Association 
	Liberty Station Retail	Midland Loan Services, a Division of PNC Bank, National Association 
	Walgreens Chicago	Berkadia Commercial Mortgage LLC
	Compass Self Storage MI & GA	Berkadia Commercial Mortgage LLC
	Best Western State College	CBRE Loan Services, Inc.
	Lynn Corporate Center	CBRE Loan Services, Inc.
	Vista Park Office	Grandbridge Real Estate Capital LLC
	21 Astor	Holliday Fenoglio Fowler, L.P.



 




    S-1


     


    

 


EXHIBIT T


 


FORM OF RECOMMENDATION OF SPECIAL SERVICER
TERMINATION


 


Wilmington Trust, National Association, as Trustee





1100 North Market Street





Wilmington, Delaware 19890





Attention: CMBS Trustee – Benchmark 2019-B9


 


Citibank, N.A., as Certificate Administrator





388 Greenwich Street





New York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B9


 


LNR Partners, LLC





1601 Washington Avenue, Suite 700





Miami Beach, Florida 33139





Attention: Heather Bennett and Job Warshaw





Fax number: (305) 695-5601





Email: hbennett@starwood.com, jwarshaw@lnrpartners.com
and


lnr.cmbs.notices@lnrproperty.com


 


		Re:	Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-B9






 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 6.08(b) of the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and
Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee, on behalf of the holders of Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9
(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 operational practices of [_______], in its current capacity as Special Servicer [with respect to [IF SUBJECT PARTY IS NOT
THE SPECIAL SERVICER FOR ALL SERVICED LOANS, SPECIFY APPLICABLE SERVICED LOAN OR GROUP OF SERVICED LOANS FOR WHICH IT SO ACTS]],
conducted pursuant to and in accordance with the Pooling and Servicing Agreement, it is our determination, in our sole discretion
exercised in good faith, that (1) [________], in its current capacity as Special Servicer [with respect to [IF SUBJECT PARTY IS
NOT THE SPECIAL SERVICER FOR ALL


 






    T-1


     


    

 


SERVICED LOANS, SPECIFY APPLICABLE SERVICED LOAN OR GROUP OF SERVICED LOANS FOR WHICH IT SO ACTS]],
has failed to comply with the Servicing Standard and (2) a replacement of the Special Servicer would be in the best interest of
the Certificateholders (as a collective whole). The following factors support our determination: [________].


 


Based upon such determination,
we further hereby recommend that [_______] be removed as Special Servicer and that [________] be appointed its successor in such
capacity.


 





	 	Very truly yours,
	 	 	 
	 	 	[The Operating Advisor]
	 	 	 
	 	By:	 
	 	 	Name:

Title:
	 	 	 
	Dated:	 	 





 




    T-2


     


    

 


EXHIBIT U


 


ADDITIONAL FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.04 of the Pooling
and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other Depositor and Other Exchange Act
Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, any information
described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent such party
has actual knowledge (and in the case of net operating income, financial statements, budgets and/or rent rolls required to be provided
in connection with Item 6 below, possession) (in each case, after complying with its affirmative obligations, if any, under the
Pooling and Servicing Agreement to obtain such information) of such information (other than information as to such party itself
which such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set
forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or Mortgage
Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity
as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified
as such in the Prospectus. For this Benchmark 2019-B9 Pooling and Servicing Agreement, each of the Certificate Administrator, the
Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider
of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than
a party identified as such in the Prospectus.


 


	Item on Form 10-D	Party Responsible 
	
        Item 1: Distribution and Pool Performance
        Information

         

        Any information required by Item 1121 of
        Regulation AB which is NOT included on the Distribution Date Statement

         
	
        Certificate Administrator 

        Depositor 

        Master Servicer (only with respect
to Item 1121(a)(12) of Regulation AB as to Performing Serviced Loans) 

        Special Servicer (only with respect
to Item 1121(a)(12) of Regulation AB as to Specially Serviced Loans)

Each Mortgage Loan Seller (only with respect to Item 1121(c)(2) of Regulation AB as to 




 






    U-1


     


    

 


	Item on Form 10-D	Party Responsible 
	 	itself) 
	
        Item 1A: Asset-Level Information 

        disclosure per Items 1111(h) and
1125 of Regulation AB 
	Master
Servicer1
	
        Item 1B: Asset Representations Reviewer
        and Investor Communication

         
	
        Asset Representations Reviewer (with respect
        to Item 1121(d) of Regulation AB)

         

        Certificate Administrator (with respect
        to Item 1121(e) of Regulation AB )

         

	
        Item 2: Legal Proceedings

         

        per
Item 1117 of Regulation AB

         
	(i) All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, in each case as to the Trust (in the case of the Master Servicer and the Special Servicer, to be reported by the party controlling such litigation), (iv) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110(b) originator with respect to such Mortgage Loan Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with or retained by such Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts
	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 Holders2	
        Certificate Administrator 

        Trustee 

	Item 6:  Significant Obligors of Pool Assets	
        Master Servicer (excluding information
for which the Special Servicer is the “Party Responsible”) 

        Special Servicer (as to Specially
Serviced Loans and REO Properties) 

	Item 7: Change in Sponsor Interest in the Securities	Each Mortgage Loan Seller as to itself and its affiliates



 



 






 


1
For the avoidance of doubt, the Certificate Administrator, not the Master Servicer, shall be responsible for filing any Additional
Form 10-D Disclosure required by Item 1A on Form 10-D in accordance with Section 10.04 of this Agreement.


 


2
No disclosure is required for so long as Item 5 of Form 10-D requires the inclusion of information related to mine safety disclosures.


 






    U-2


     


    

 






	Item on Form 10-D	Party Responsible 
	Item 8:  Significant Enhancement Provider Information	Depositor
	
        Item 9: Other Information

         

        (i) Balances of the Distribution Account, the Interest Reserve
        Account, the Excess Interest Distribution Account, Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account,
        Collection Account, any Loan Combination Custodial Account and each REO Account as of the related Distribution Date and the preceding
        Distribution Date; and

         

        (ii) information other than those specified in clause
(i) above, but only to the extent of any information that meets all the following conditions: (a) such information constitutes
“Form 8-K Disclosure” pursuant to Exhibit Z, (b) such information is required to be reported as “Form 8-K Disclosure”
during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Form 8-K Disclosure”. 
	
        Any party responsible for disclosure items
        on Form 8-K to the extent of such items

         

        Certificate Administrator (with respect
        to the balances of the Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, Excess Liquidation
        Proceeds Reserve Account and the Exchangeable Distribution Account as of the related Distribution Date and the preceding Distribution
        Date)

         

        Master Servicer (with respect to the balances
        of the Collection Account and any Loan Combination Custodial 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)

	Item 10:  Exhibits	
        Certificate Administrator 

        Depositor 



 






    U-3


     


    

 


EXHIBIT V



ADDITIONAL FORM 10-K DISCLOSURE


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.05 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other
Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-K Disclosure is relevant for Exchange Act reporting
purposes, any information described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column
to the extent such party has actual knowledge (and in the case of net operating income, financial statements, budgets and/or rent
rolls required to be provided in connection with the Additional Item below consisting of disclosure per Item 1112(b) of Regulation
AB, possession) (in each case, after complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement
to obtain such information) of such information (other than information as to such party itself which such party is obligated to
provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to
rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the
Prospectus), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the
Certificate Administrator, the Trustee, the Master Servicer and
the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party identified as such in the Prospectus. For this Benchmark 2019-B9 Pooling and Servicing Agreement, each of the
Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114
or 1115 of Regulation AB other than a party identified as such in the Prospectus.


 





	Item on Form 10-K	Party Responsible 
	
        Item 1B: Unresolved Staff Comments

         
	Depositor
	Item 9B:  Other Information	Any party responsible for disclosure items on Form 8-K to the extent of such items
	Item 15:  Exhibits, Financial Statement Schedules	
        Certificate Administrator 

        Depositor 

	
        Additional Item:

         

        Disclosure per Item 1117 of Regulation AB

         
	(i) All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Certificate Administrator, the Master Servicer, the Depositor and the Special Servicer, in each case as to the Trust (in the case of the Master Servicer, the Depositor and the Special Servicer, to be reported by the party controlling such

                                                                                



 






    V-1


     


    

 


 


	Item on Form 10-K	Party Responsible 
	
        

         

        

         
	

                                                                                litigation), (iv) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110(b) originator with respect to such Mortgage Loan Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with or retained by such Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts

	
        Additional Item: 

        Disclosure per Item 1119 of Regulation AB

         
	
        (i) All parties to the Pooling
and Servicing Agreement as to themselves (in the case of the Master Servicer, only as to 1119(a) affiliations with Significant
Obligors identified in the Pooling and Servicing Agreement, the Trustee, the Certificate
Administrator, the Special Servicer or a sub-servicer described in 1108(a)(3) and, in the case of the Special Servicer,
only as to 1119(a) affiliations with Significant Obligors identified in the Pooling and Servicing Agreement, the Trustee, the
Certificate Administrator, the Master 

        Servicer or a sub-servicer described
in 1108(a)(3)), (ii) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110 originator with respect
to such Mortgage Loan Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with
or retained by such Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts, (iii) the Depositor as to the
enhancement or support provider 

	
        Additional Item: 

        Disclosure per Item 1112(b) of Regulation
        AB

         
	
        Master Servicer (excluding information
for which the Special Servicer is the “Party Responsible”) 

        Special Servicer (as to REO Properties) 

	
        Additional Item: 

        Disclosure per Items 1114(b)(2)
and 1115(b) of Regulation AB 
	Depositor



 



    V-2


     


    

 


EXHIBIT W-1



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO [ 212-816-5527]
AND VIA EMAIL TO THE E-MAIL ADDRESSES IMMEDIATELY BELOW AND VIA OVERNIGHT MAIL TO THE PHYSICAL ADDRESSES IMMEDIATELY BELOW**


 


	
        Citibank, N.A.,

         as Certificate Administrator  

        388 Greenwich Street 

        New York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B9 

        Email: ratingagencynotice@citi.com 
	 	
        Citigroup Commercial Mortgage Securities Inc. 

        388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson 

        Telecopy number: (646) 328-2943 

        E-mail: richard.simpson@citi.com 

	 	 	 
	
        Citigroup Commercial Mortgage Securities Inc. 

        390 Greenwich Street, 5th Floor 

        New York, New York 10013 

        Attention: Raul Orozco 

        Telecopy number: (347) 394-0898 

        E-mail: raul.d.orozco@citi.com 
	 	
        Citigroup Commercial Mortgage Securities Inc. 

        388 Greenwich Street, 17th Floor 

        New York, New York 10013 

        Attention: Ryan M. O’Connor 

        Telecopy number: (646) 862-8988 

        E-mail: ryan.m.oconnor@citi.com 



 


RE: **Additional Form [10-D][10-K][8-K]
Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section [  ]
of the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, 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:


 






    W-1-1


     


    

 


Any inquiries related
to this notification should be directed to [                     ], phone number: [                     ]; email address: [                     ].


 





	 	[NAME OF PARTY], 

as [role]
	 	 	 
	 	By:	 
	 	 	Name:

Title:






 




    W-1-2


     


    

 


EXHIBIT W-2



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)


 


Citibank, N.A.,


as Certificate Administrator


388 Greenwich Street 


New York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B9


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section 10.04
of the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, 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 securitization accounts balance information:


 


	Account
    Name	Beginning
        Balance as of  

        MM/DD/YYYY 
	Ending
        Balance as of  

        MM/DD/YYYY 

	Collection
    Account	 	 
	Loan Combination Custodial
        Account(s) : 

        [_____________]
        Loan Combination 

        [_____________]
        Loan Combination 

        [_____________]
        Loan Combination 

        [_____________]
        Loan Combination 

        [_____________]
        Loan Combination 
	 	 
	REO Account(s)	 	 


 






    W-2-1


     


    

 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related
to this notification should be directed to [                     ], phone number: [                     ]; email address: [                     ].


 





	 	[NAME OF PARTY], 

as [role]
	 	 	 
	 	By:	 
	 	 	Name:

Title:






 




    W-2-2


     


    

 


EXHIBIT W-3


 


Form
of Notice of ADDITIONAL


INDEBTEDNESS NOTIFICATION


 


Citibank, N.A.,


as Certificate Administrator


388 Greenwich Street


New York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B9


 


Ref: Benchmark 2019-B9, Additional Debt Notice for Form 10-D


 


The following information is being furnished to you for inclusion
on Form 10-D pursuant to Section 10.04(c) 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	Benchmark 2019-B9	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	Benchmark 2019-B9	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	Benchmark 2019-B9	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 



 



    W-3-1


     


    

 


EXHIBIT X



FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATIONS


 


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 Benchmark 2019-B9 Mortgage Trust (the “Exchange
Act Periodic Reports”);



 


		2.	Based on my knowledge, the Exchange Act Periodic Reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



 


		3.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act Periodic Reports;



 


		4.	Based on my knowledge and the servicer compliance statement(s) required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act Periodic Reports, the servicers have fulfilled their obligations
under the servicing agreement(s) in all material respects; and



 


		5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described
in such reports have been disclosed in this report on Form 10-K.



 


In giving the certifications above, I have
reasonably relied on information provided to me by the following unaffiliated parties: [Master Servicer][Special Servicer][Certificate
Administrator][Trustee][Custodian][Operating Advisor][Outside Servicer][Outside Special Servicer]


 





	Date: 	 	 	 
	 	 	 	 
	 	 
	[Signature]
 [Title]	 





 




    X-1


     


    

 


EXHIBIT Y-1



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR


 


		Re:	Benchmark
                                         2019-B9 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-B9 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners,
                                         LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor and asset
                                         representations reviewer, Citibank, N.A., as certificate administrator (in such capacity,
                                         the “Certificate Administrator”), and Wilmington Trust, National Association, as trustee.	 



 


I, [identifying the certifying
individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify to Citigroup Commercial Mortgage Securities Inc. and its officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


1.                 
I have reviewed the annual report on Form 10-K for the fiscal year 20__, and all reports on Form 10-D and Form 8-K required
to be filed in respect of periods covered by that annual report on Form 10-K, of the Trust (the “Exchange
Act Periodic Reports”);


 


2.                 
Based on my knowledge, the distribution information in Exchange Act Periodic Reports, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by that report on Form 10-K;


 


3.                 
Based on my knowledge, all of the distribution, servicing and other information required to be provided by the Certificate
Administrator pursuant to the Pooling and Servicing Agreement for inclusion in the Exchange Act Periodic Reports is included
in such reports; and


 


4.                 
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report
on assessment of compliance with servicing criteria for asset-backed securities required to be delivered by the Certificate
Administrator in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material
instances of noncompliance with the Relevant Servicing Criteria (as defined in the Pooling and Servicing Agreement).


 






    Y-1-1


     


    

 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction
parties].


 





	Date: 	 	 	 
	 

                    [                          ]
	 


 





	By:	 	 	 
	 	[Name]	 	 






 




    Y-1-2


     


    

 


EXHIBIT Y-2



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE MASTER SERVICER


 


		Re:	Benchmark 2019-B9 Mortgage Trust (the “Trust”), Commercial
Mortgage Pass-Through Certificates, Series 2019-B9 (the “Certificates”), issued pursuant to the Pooling and
Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup
Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity,
the “Master Servicer”), LNR Partners, LLC, as special servicer (in such capacity, the “Special Servicer”),
Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, Citibank, N.A., as certificate administrator
(in such capacity, the “Certificate Administrator”), and Wilmington Trust, National Association, as trustee	 



 


I, [identify the certifying
individual], a [title] of [MASTER SERVICER], certify to Citigroup Commercial Mortgage Securities Inc. and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification required
by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


		(1)	I have (or a Servicing Officer under my supervision has) reviewed the servicing reports relating
to the Trust delivered by the Master Servicer to the Certificate Administrator
covering the fiscal year 20__;



 


		(2)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding
certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by
the Master Servicer), the servicing information in these reports, taken as a whole, does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by these servicing reports;



 


		(3)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding
certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by
the Master Servicer), the servicing information required to be provided in these servicing reports to the Certificate
Administrator by the Master Servicer under the Pooling and Servicing Agreement is included in the servicing reports delivered
by the Master Servicer to the Certificate Administrator;



 


		(4)	I
am, or an employee under my supervision is, responsible for reviewing the activities performed by the Master Servicer under the
Pooling and Servicing Agreement and based 




 






    Y-2-1


     


    

 





			

                                                                                upon
my knowledge and the compliance review conducted in preparing the servicer compliance statement required under Section 10.08 of
the Pooling and Servicing Agreement with respect to the Master Servicer, and except as disclosed in such compliance statement
delivered by the Master Servicer under Section 10.08 of the Pooling and Servicing Agreement, the Master Servicer has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such review applies; and



 


		(5)	The report on assessment of compliance with servicing criteria for asset-backed securities and
the related attestation report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered
in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance
with the Relevant Servicing Criteria.



 


Further, notwithstanding
the foregoing certifications, the Master Servicer does not make any certification under the foregoing clauses 1 through 5 that
is in turn dependent upon information required to be provided by any sub-servicer acting under a sub-servicing agreement that the
Master Servicer entered into in connection with the issuance of the Certificates, or upon the performance by any such sub-servicer
of its obligations pursuant to any such sub-servicing agreement, in each case beyond the respective backup certifications actually
provided by such sub-servicer to the Master Servicer with respect to the information that is subject of such certification.


 





	Date: 	 	 	 
	 

                    [                          ]
	 


 





	By:	 	 	 
	[Name]	 	 





 




    Y-2-2


     


    

 


EXHIBIT Y-3



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE SPECIAL SERVICER


 


		Re:	Benchmark 2019-B9 Mortgage Trust (the “Trust”), Commercial
Mortgage Pass-Through Certificates, Series 2019-B9 (the “Certificates”), issued pursuant to the Pooling and
Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup
Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity,
the “Master Servicer”), LNR Partners, LLC, as special servicer (in such capacity, the “Special Servicer”),
Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, Citibank, N.A., as certificate administrator
(in such capacity, the “Certificate Administrator”), and Wilmington Trust, National Association, as trustee 



 


I, [identify the certifying
individual], a [title] of [SPECIAL SERVICER], certify to Citigroup Commercial Mortgage Securities Inc. and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification required
by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.     
Based on my knowledge, the servicing information in the servicing reports or information relating to the Trust delivered
by the Special Servicer to the Master Servicer covering the fiscal year 20__, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by these servicing reports;


 


2.     
Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Special Servicer
under the Pooling and Servicing Agreement for inclusion in the reports to be filed by the Certificate
Administrator is included in the servicing reports delivered by the Special Servicer to the Master Servicer;


 


3.     
I am, or an employee under my supervision is, responsible for reviewing the activities performed by the Special Servicer
under the Pooling and Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer
compliance statement required under Section 10.08 of the Pooling and Servicing Agreement with respect to the Special Servicer,
and except as disclosed in such compliance statement delivered by the Special Servicer under Section 10.08 of the Pooling and Servicing
Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects
in the year to which such review applies; and


 






    Y-3-1


     


    

 


4.     
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation
report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance
with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance
with the Relevant Servicing Criteria.


 











	Date: 	 	 	 
	 

                    [                          ]
	 



 


	By:	 	 	 
	[Name]

                    [Title]
	 	 






  




    Y-3-2


     


    

 


EXHIBIT Y-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE OPERATING ADVISOR


 


		Re:	Benchmark 2019-B9 Mortgage Trust (the “Trust”), Commercial
Mortgage Pass-Through Certificates, Series 2019-B9 (the “Certificates”), issued pursuant to the Pooling and
Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup
Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity,
the “Master Servicer”), LNR Partners, LLC, as special servicer (in such capacity, the “Special Servicer”),
Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and asset
representations reviewer, Citibank, N.A., as certificate administrator (in such capacity, the “Certificate Administrator”),
and Wilmington Trust, National Association, as trustee	 



 


I, [identify the certifying
individual], a [title] of [OPERATING ADVISOR], certify to Citigroup Commercial Mortgage Securities Inc. and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley
Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms
used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.     
Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate
Administrator by the Operating Advisor covering the fiscal year 20__, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by these reports;


 


2.     
Based on my knowledge, the information required to be provided to the Certificate
Administrator by the Operating Advisor under the Pooling and Servicing Agreement for inclusion in the Exchange Act reports
to be filed by the Certificate Administrator is included in the
reports delivered by the Operating Advisor to the Certificate Administrator;


 


3.     
I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Operating Advisor
under the Pooling and Servicing Agreement and based upon my knowledge the Operating Advisor has, except as described in any information
provided to the Certificate Administrator by the Operating Advisor covering the fiscal year 20[__], fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects in the year to which such review applies; and


 


4.     
The report on assessment of compliance with servicing criteria
for asset-backed securities and the related attestation report on assessment of compliance with servicing


 






    Y-4-1


     


    

 


 criteria for asset-backed
securities required to be delivered in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement
discloses all material instances of noncompliance with the Relevant Servicing Criteria.


 


[In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction
parties].]


 

















	Date: 	 	 	 
	 

                    [                          ]
	 



 


	By:	 	 	 
	[Name]

                    [Title]
	 	 






  




    Y-4-2


     


    

 


EXHIBIT Y-5



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE CUSTODIAN


 


		Re:	Benchmark 2019-B9 Mortgage Trust (the “Trust”), Commercial
Mortgage Pass-Through Certificates, Series 2019-B9 (the “Certificates”), issued pursuant to the Pooling and
Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup
Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity,
the “Master Servicer”), LNR Partners, LLC, as special servicer (in such capacity, the “Special Servicer”),
Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and asset
representations reviewer, Citibank, N.A., as certificate administrator (in such capacity, the “Certificate Administrator”)
and custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “Trustee”)



 


I, [identify the certifying
individual], a [title] of [CUSTODIAN], certify to Citigroup Commercial Mortgage Securities Inc. and its officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification
required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.     
Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate
Administrator by the Custodian covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by these reports;


 


2.     
Based on my knowledge, the information required to be provided to the Certificate
Administrator by the Custodian under the Pooling and Servicing Agreement for inclusion in the Exchange Act reports to be
filed by the Certificate Administrator is included in the reports
delivered by the Custodian to the Certificate Administrator;


 


3.     
I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Custodian under the
Pooling and Servicing Agreement and based upon my knowledge the Custodian has, except as described in any information provided
to the Certificate Administrator by the Custodian covering the fiscal year 20[__], fulfilled its obligations under the Pooling
and Servicing Agreement in all material respects in the year to which such review applies; and


 






    Y-5-1


     


    

 


4.     
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report
on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section
10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant
Servicing Criteria.


 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction
parties].


 

















	Date: 	 	 	 
	 

                    [                          ]
	 



 


	By:	 	 	 
	[Name]

                    [Title]
	 	 






  




    Y-5-2


     


    

 



EXHIBIT Y-6



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE TRUSTEE


 


		Re:	Benchmark
                                         2019-B9 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B9 (the “Certificates”), issued pursuant to the Pooling
                                         and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing
                                         Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor,
                                         Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master
                                         Servicer”), LNR Partners, LLC, as special servicer (in such capacity, the “Special
                                         Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such
                                         capacity, the “Operating Advisor”) and asset representations reviewer,
                                         Citibank, N.A., as certificate administrator (in such capacity, the “Certificate
                                         Administrator”), and Wilmington Trust, National Association, as trustee (in
                                         such capacity, the “Trustee”) 



 


I, [identify the certifying
individual], a [title] of [TRUSTEE], certify to Citigroup Commercial Mortgage Securities Inc. and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification required
by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.     
Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate
Administrator by the Trustee covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by these reports;


 


2.     
Based on my knowledge, the information required to be provided to the Certificate
Administrator by the Trustee under the Pooling and Servicing Agreement for inclusion in the Exchange Act reports to be filed
by the Certificate Administrator is included in the reports delivered
by the Trustee to the Certificate Administrator;


 


3.     
I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Trustee under the
Pooling and Servicing Agreement and based upon my knowledge the Trustee has, except as described in any information provided to
the Certificate Administrator by the Trustee covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing
Agreement in all material respects in the year to which such review applies; and


 


4.     
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report
on assessment of compliance with servicing


 






    Y-6-1


     


    

 


criteria
for asset-backed securities required to be delivered in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing
Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.


 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction
parties].


 





	Date: 	 	 	 
	 

                    [                          ]
	 


 





	By:	 	 	 
	[Name]

                    [Title]
	 	 


  




    Y-6-2


     


    


 


EXHIBIT Y-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE ASSET REPRESENTATIONS REVIEWER


 


		Re:	Benchmark
                                         2019-B9 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-B9 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such
                                         capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer
                                         (in such capacity, the “Special Servicer”), Park Bridge Lender Services
                                         LLC, as operating advisor and asset representations reviewer (in such capacity, the “Asset
                                         Representations Reviewer”), Citibank, N.A., as certificate administrator (in
                                         such capacity, the “Certificate Administrator”), and Wilmington Trust,
                                         National Association, as trustee (in such capacity, the “Trustee”) 



 


I, [identify the certifying
individual], a [title] of [ASSET REPRESENTATIONS REVIEWER], certify to Citigroup Commercial Mortgage Securities Inc. and its officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley
Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms
used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.     
Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”),
all information required to be submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, Trustee or
Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on
Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”)
(such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic
Information”) have been submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, the Trustee
or the Certificate Administrator, as applicable, for inclusion in the Reports;


 


2.     
Based on my knowledge, the Asset Representations Reviewer Periodic Information contained in the Reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Form
10-K;


 


3.     
I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Asset Representations
Reviewer under the Pooling and Servicing Agreement and based upon my knowledge the Asset Representations Reviewer has, except as


 






    Y-7-1


     


    

 


described
in any information provided to the Certificate Administrator by the Asset Representations Reviewer covering the fiscal year 20[__],
fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such review
applies; and


 


[In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction
parties].]


 





	Date: 	 	 	 
	 

                    [                          ]
	 


 





	By:	 	 	 
	[Name]

                    [Title]
	 	 


 




    Y-7-2


     


    


 


EXHIBIT Y-8



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY A SUB-SERVICER


 


		Re:	Benchmark
2019-B9 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2019-B9 (the “Certificates”),
issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer
(in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (in such capacity, the “Special
Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”)
and asset representations reviewer, Citibank, N.A., as certificate administrator (in such capacity, the “Certificate
Administrator”), and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) 



and



Sub-servicing agreement, dated as of [______], 2019 (the “Sub-Servicing Agreement”) between [_____________]
and [SUB-SERVICER], as sub-servicer (the “Sub-Servicer”),



 


I, [identify the certifying
individual], a [title] of [SUB-SERVICER], certify to Citigroup Commercial Mortgage Securities Inc. and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification required
by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


		(1)	I have (or a Servicing Officer under my supervision has) reviewed the servicing reports submitted
by the Sub-Servicer to the Master Servicer and/or the Certificate Administrator pursuant to the Sub-Servicing Agreement (the “Sub-Servicer
Reports”) for inclusion in the annual report on Form 10-K or any report on Form 10-D with respect to the Trust covering
the fiscal year 20__ ;



 


		(2)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding
certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by
the Sub-Servicer), the servicing information in the Sub-Servicer Reports, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Sub-Servicer Reports;



 






    Y-8-1


     


    

 


		(3)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding
certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by
the Sub-Servicer), the servicing information required to be provided in the Sub-Servicer Reports to the Master Servicer and/or
the Certificate Administrator by the Sub-Servicer under the Sub-Servicing
Agreement is included in the Sub-Servicer Reports delivered by the Sub-Servicer to the Master Servicer and/or the Certificate
Administrator;



 


		(4)	I am, or an employee under my supervision is, responsible for reviewing the activities performed
by the Sub-Servicer under the Sub-Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing
the servicer compliance statement required under Section 10.08 of the Pooling and Servicing Agreement with respect to the Sub-Servicer,
and except as disclosed in such compliance statement delivered by the Sub-Servicer under Section 10.08 of the Pooling and Servicing
Agreement, the Sub-Servicer has fulfilled its obligations under the Sub-Servicing Agreement in all material respects in the year
to which such review applies; and



 


		(5)	The report on assessment of compliance with servicing criteria for asset-backed securities and
the related attestation report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered
in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance
with the Relevant Servicing Criteria.



 





	Date: 	 	 	 
	 

                    [                          ]
	 


 





	By:	 	 	 
	[Name]

                    
	 	 





 




    Y-8-2


     


    


 


EXHIBIT Z



FORM 8-K DISCLOSURE INFORMATION


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.07 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other
Depositor and Other Exchange Act Reporting Party to which such Form 8-K Disclosure Information is relevant for Exchange Act reporting
purposes, the occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form
8-K” column to the extent such party has actual knowledge (after
complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement to obtain such information) of such
information (other than information as to such party itself which such party is obligated to provide). Each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus
(other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific
written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no
“significant obligor” other than a party identified as such in the Prospectus. For this Benchmark 2019-B9 Pooling and
Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity
as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within
the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus.


 


	Item on Form 8-K	Party Responsible 
	Item 1.01- Entry into a Material Definitive Agreement	
        Master Servicer, Special Servicer
and the Trustee (in the case of the Master Servicer, Special Servicer, and the Trustee, only as to agreements it is a party to
or entered into on behalf of the Trust)

Certificate Administrator (other than as to agreements to which
the Depositor (and no other party to the Pooling and Servicing Agreement) is a party)

        Depositor

	Item 1.02- Termination of a Material Definitive Agreement	
        Master Servicer, Special Servicer
and the Trustee (in the case of the Master Servicer, Special Servicer and the Trustee, only as to agreements it is a party to
or entered into on behalf of the Trust)

        Certificate
Administrator (other than as to agreements to which the Depositor (and no other party to the Pooling and Servicing Agreement)
is a party)




 






    Z-1


     


    

 


	Item on Form 8-K	Party Responsible 
	 	Depositor
	Item 1.03- Bankruptcy or Receivership	Depositor

Each Mortgage Loan Seller as to itself

Each other party to the Pooling and Servicing Agreement (as to itself)
	Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	Depositor

Certificate Administrator
	Item 3.03- Material Modification to Rights of Security Holders	Certificate Administrator
	Item 5.03- Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year	Depositor
	Item 5.07:  Submission of Matters to a Vote of Security Holders	
        Certificate Administrator

        Trustee

	Item 6.01- ABS Informational and Computational Material	Depositor
	Item 6.02- Change of Master Servicer, Special Servicer or Trustee	
        Master Servicer (as to itself or
a servicer retained by it)

        Special Servicer (as to itself
or a servicer retained by it)

        Trustee

Certificate Administrator (as to itself or a servicer retained by it)

Depositor

	Item 6.03- Change in Credit Enhancement or Other 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 – Financial Statements and Exhibits	Depositor



 



    Z-2


     


    


 


EXHIBIT AA-1



FORM OF POWER OF ATTORNEY FOR MASTER SERVICER


 


RECORDING REQUESTED BY:


 


Wells Fargo Bank, National Association


Commercial Mortgage Servicing


Three Wells Fargo


401 South Tryon Street, 8th Floor


MAC D1050-084


Charlotte, North Carolina 28202


Attention: Benchmark 2019-B9 Asset Manager


Fax number: (704) 715-0036


Email: commercial.servicing@wellsfargo.com


 





 









SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington
Trust, National Association, a national banking association, incorporated and existing under the laws of the United States, having
its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, as Trustee (the “Trustee”)
for Benchmark 2019-B9 Mortgage Trust pursuant to that Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Agreement”)
between Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer,
LNR Partners, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer,
Citibank, N.A., as certificate administrator, and Wilmington Trust, National Association, as trustee, relating to the Benchmark
2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9, hereby constitutes and appoints Wells Fargo
Bank, National Association (the “Servicer”), by and through the Servicer’s officers, 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 Servicer and all properties (“Properties”)
administered by the 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 (12)
below with respect to the Mortgage Loans and Properties; provided however, that the documents described below may only be executed
and delivered by such Attorneys-in-Fact if such documents are required or permitted under the 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.



 






    AA-1-1


     


    

 


		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 of requests to trustees to accomplish same.



 


		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property
to be acquired as real estate owned, or conveyance of title to real estate owned.



 


		5.	The completion of loan assumption agreements.



 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and
discharge of all sums secured thereby, including, without limitation, cancellation of the related Mortgage Note.



 


		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with
the repurchase of the mortgage loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured
thereby in conjunction with the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes,
Mortgages or deeds of trust, and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a
deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure 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, 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;



 






    AA-1-2


     


    

 


		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 taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage
Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;



 


		h.	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; and



 


		i.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms
of the Mortgage, deed of trust 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.	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, deed of trust or other security document in the related Mortgage File or the related
Mortgaged Property and other related collateral;



 






    AA-1-3


     


    

 


		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; and



 


		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, 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), 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, any easements, covenants, conditions, restrictions, equitable
servitudes, or land use or zoning requirements with respect to the Mortgaged Properties, instruments relating to the custody of
any collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.



 


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 [EXECUTION DATE OF POA].


 


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.


 


Solely to the extent that the Servicer
has the power to delegate its rights or obligations under the Agreement, the Servicer also has the power to delegate the authority
given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing
its obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for
such purpose. The Servicer’s attorneys-in-fact shall have no greater authority than that held by the Servicer.


 


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 Servicer the power to initiate or defend any
suit, litigation or proceeding in the name of Wilmington Trust, National Association


 






    AA-1-4


     


    

 


except as specifically provided for herein.
If the Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then
the Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of attorney is not intended
to extend the powers granted to the Servicer under the Agreement or to allow the Servicer to take any action with respect to Mortgages,
deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The 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 reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the 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.


 


Third parties without actual notice may
rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power
of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has been made in
writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington Trust, National
Association, as Trustee for Benchmark 2019-B9 Mortgage Trust 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 ____________.


 





	 	 	Wilmington Trust, National Association, as Trustee
for Benchmark 2019-B9 Mortgage Trust	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:

Title:	 
	 	 	 	 	 
	Witness:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Witness:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 






    AA-1-5


     


    

 





	Prepared by:	 	 	 	 
	 	 	 	 	 
	Name: 

Title:	 	 	 	 


 





	Address:	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890


 





	A notary public or other officer completing
this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and
not the truthfulness, accuracy, or validity of that document.




 


STATE OF DELAWARE


COUNTY OF NEW CASTLE


 


On _____________before me, ____________________________, a Notary
Public, personally appeared _____________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed that same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under the laws of the State
of Delaware that the foregoing paragraph is true and correct.


 





	


WITNESS my hand and official seal.

(SEAL)


	 	 
	 	 	 
	 	 	Signature of Notary Public
	 	 	 


 




    AA-1-6


     


    


 


EXHIBIT AA-2



FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:


 


LNR Partners, LLC

1601 Washington Avenue, Suite 700


Miami Beach, Florida 33139


Attention: David Serna


Fax 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 Wilmington
Trust, National Association, a national banking association, incorporated and existing under the laws of the United States, having
its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, as Trustee (the “Trustee”)
pursuant to that Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Agreement”) between Citigroup
Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC,
as special servicer (the “Servicer”), Park Bridge Lender Services LLC, as operating advisor and asset representations
reviewer, Citibank, N.A., as certificate administrator, and Wilmington Trust, National Association, as trustee, relating to the
Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9, hereby constitutes and appoints
the Servicer, by and through the 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 Servicer and all properties (“REO Properties”) administered by the 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 such
Attorneys-in-Fact if such documents are required or permitted under the terms of 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.



 


		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 



 






    AA-2-1


     


    


 


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 deed of trust 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 or deed of trust 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 or deed of trust 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 deed
of trust 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:



 






    AA-2-2


     


    

 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and
such deed of trust;



 


		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.



 






    AA-2-3


     


    

 


		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.



 


		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


 






    AA-2-4


     


    

 


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.


 


Solely to the extent that the Servicer
has the power to delegate its rights or obligations under the Agreement, the Servicer also has the power to delegate the authority
given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing
its obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for
such purpose. The Servicer’s attorneys-in-fact shall have no greater authority than that held by the Servicer.


 


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 Servicer the power to initiate or defend any suit,
litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein or in
the Agreement. If the Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National
Association, then the 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 Servicer under the Agreement or to allow the Servicer to take any action with respect
to Mortgages, deeds of trust or the related promissory notes not authorized by the Agreement.


 


The 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 or in connection with the negligent use, or negligent or willful misuse, of this Limited
Power of Attorney by the Servicer, or its attorneys-in-fact, of the powers granted to it hereunder. 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.


 


IN WITNESS WHEREOF, Wilmington Trust, National
Association, as Trustee for Benchmark 2019-B9 Mortgage Trust 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 ____________.


 






    AA-2-5


     


    

 





	 	 	Wilmington Trust, National Association,

as Trustee
for Benchmark 2019-B9 Mortgage Trust	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:

Title:	 
	 	 	 	 	 
	Witness:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Witness:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Prepared by:	 	 	 	 
	 	 	 	 	 
	Name:


Title:


	 	 	 	 


 





		Address:	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890


 






    AA-2-6


     


    

 





	A notary public or other officer completing
this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and
not the truthfulness, accuracy, or validity of that document.


 





STATE OF DELAWARE


COUNTY OF NEW CASTLE


 


On _____________before me, ____________________________, a Notary
Public, personally appeared _____________________, who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed
that same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under the laws of the State
of Delaware that the foregoing paragraph is true and correct.


 





	


WITNESS my hand and official seal.

(SEAL)


	 	 
	 	 	 
	 	 	Signature of Notary Public
	 	 	 


 




    AA-2-7


     


    


 


EXHIBIT BB



CLASS A-AB SCHEDULED PRINCIPAL BALANCE






 


	Distribution Date


	 	Balance


	 	Distribution Date


	 	Balance



	3/15/2019	 	 	$32,000,000.00	 	 	2/15/2024	 	 	$31,007,497.03	 
	4/15/2019	 	 	$32,000,000.00	 	 	3/15/2024	 	 	$30,417,140.53	 
	5/15/2019	 	 	$32,000,000.00	 	 	4/15/2024	 	 	$29,929,632.90	 
	6/15/2019	 	 	$32,000,000.00	 	 	5/15/2024	 	 	$29,387,404.35	 
	7/15/2019	 	 	$32,000,000.00	 	 	6/15/2024	 	 	$28,895,358.29	 
	8/15/2019	 	 	$32,000,000.00	 	 	7/15/2024	 	 	$28,348,718.31	 
	9/15/2019	 	 	$32,000,000.00	 	 	8/15/2024	 	 	$27,852,094.30	 
	10/15/2019	 	 	$32,000,000.00	 	 	9/15/2024	 	 	$27,353,281.78	 
	11/15/2019	 	 	$32,000,000.00	 	 	10/15/2024	 	 	$26,800,064.71	 
	12/15/2019	 	 	$32,000,000.00	 	 	11/15/2024	 	 	$26,296,615.33	 
	1/15/2020	 	 	$32,000,000.00	 	 	12/15/2024	 	 	$25,738,891.17	 
	2/15/2020	 	 	$32,000,000.00	 	 	1/15/2025	 	 	$25,230,764.56	 
	3/15/2020	 	 	$32,000,000.00	 	 	2/15/2025	 	 	$24,720,398.68	 
	4/15/2020	 	 	$32,000,000.00	 	 	3/15/2025	 	 	$24,052,287.46	 
	5/15/2020	 	 	$32,000,000.00	 	 	4/15/2025	 	 	$23,536,725.80	 
	6/15/2020	 	 	$32,000,000.00	 	 	5/15/2025	 	 	$22,967,228.31	 
	7/15/2020	 	 	$32,000,000.00	 	 	6/15/2025	 	 	$22,446,883.95	 
	8/15/2020	 	 	$32,000,000.00	 	 	7/15/2025	 	 	$21,872,737.62	 
	9/15/2020	 	 	$32,000,000.00	 	 	8/15/2025	 	 	$21,347,568.93	 
	10/15/2020	 	 	$32,000,000.00	 	 	9/15/2025	 	 	$20,820,085.71	 
	11/15/2020	 	 	$32,000,000.00	 	 	10/15/2025	 	 	$20,239,000.30	 
	12/15/2020	 	 	$32,000,000.00	 	 	11/15/2025	 	 	$19,706,630.59	 
	1/15/2021	 	 	$32,000,000.00	 	 	12/15/2025	 	 	$19,120,795.43	 
	2/15/2021	 	 	$32,000,000.00	 	 	1/15/2026	 	 	$18,583,496.69	 
	3/15/2021	 	 	$32,000,000.00	 	 	2/15/2026	 	 	$18,042,944.70	 
	4/15/2021	 	 	$32,000,000.00	 	 	3/15/2026	 	 	$17,367,159.40	 
	5/15/2021	 	 	$32,000,000.00	 	 	4/15/2026	 	 	$16,837,200.11	 
	6/15/2021	 	 	$32,000,000.00	 	 	5/15/2026	 	 	$16,255,475.72	 
	7/15/2021	 	 	$32,000,000.00	 	 	6/15/2026	 	 	$15,720,618.15	 
	8/15/2021	 	 	$32,000,000.00	 	 	7/15/2026	 	 	$15,134,132.58	 
	9/15/2021	 	 	$32,000,000.00	 	 	8/15/2026	 	 	$14,594,334.10	 
	10/15/2021	 	 	$32,000,000.00	 	 	9/15/2026	 	 	$14,052,157.45	 
	11/15/2021	 	 	$32,000,000.00	 	 	10/15/2026	 	 	$13,458,557.63	 
	12/15/2021	 	 	$32,000,000.00	 	 	11/15/2026	 	 	$12,911,376.37	 
	1/15/2022	 	 	$32,000,000.00	 	 	12/15/2026	 	 	$12,312,912.00	 
	2/15/2022	 	 	$32,000,000.00	 	 	1/15/2027	 	 	$11,760,682.56	 
	3/15/2022	 	 	$32,000,000.00	 	 	2/15/2027	 	 	$11,206,020.08	 
	4/15/2022	 	 	$32,000,000.00	 	 	3/15/2027	 	 	$10,503,023.97	 
	5/15/2022	 	 	$32,000,000.00	 	 	4/15/2027	 	 	$9,942,818.30	 
	6/15/2022	 	 	$32,000,000.00	 	 	5/15/2027	 	 	$9,331,694.03	 
	7/15/2022	 	 	$32,000,000.00	 	 	6/15/2027	 	 	$8,766,326.82	 
	8/15/2022	 	 	$32,000,000.00	 	 	7/15/2027	 	 	$8,150,185.45	 
	9/15/2022	 	 	$32,000,000.00	 	 	8/15/2027	 	 	$7,579,611.75	 
	10/15/2022	 	 	$32,000,000.00	 	 	9/15/2027	 	 	$7,006,524.03	 
	11/15/2022	 	 	$32,000,000.00	 	 	10/15/2027	 	 	$6,382,878.23	 
	12/15/2022	 	 	$32,000,000.00	 	 	11/15/2027	 	 	$5,804,516.83	 
	1/15/2023	 	 	$32,000,000.00	 	 	12/15/2027	 	 	$5,175,744.93	 
	2/15/2023	 	 	$32,000,000.00	 	 	1/15/2028	 	 	$4,592,063.93	 
	3/15/2023	 	 	$32,000,000.00	 	 	2/15/2028	 	 	$4,005,811.06	 
	4/15/2023	 	 	$32,000,000.00	 	 	3/15/2028	 	 	$3,321,762.14	 
	5/15/2023	 	 	$32,000,000.00	 	 	4/15/2028	 	 	$2,729,910.55	 
	6/15/2023	 	 	$32,000,000.00	 	 	5/15/2028	 	 	$2,088,026.00	 
	7/15/2023	 	 	$32,000,000.00	 	 	6/15/2028	 	 	$1,490,737.37	 
	8/15/2023	 	 	$32,000,000.00	 	 	7/15/2028	 	 	$843,567.96	 
	9/15/2023	 	 	$32,000,000.00	 	 	8/15/2028	 	 	$240,794.97	 
	10/15/2023	 	 	$32,000,000.00	 	 	9/15/2028	 	 	$0.00	 
	11/15/2023	 	 	$32,000,000.00	 	 	and
    thereafter	 	 	 	 
	12/15/2023	 	 	$31,907,507.28	 	 	 	 	 	 	 
	1/15/2024	 	 	$31,490,274.29	 	 	 	 	 	 	 



 




    BB-1


     


    

 


EXHIBIT CC


 


[RESERVED]


 




    CC-1


     


    

 


EXHIBIT DD


 


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


 


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


 


DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: CMBS Surveillance

Facsimile No: (312) 332-3492

Email: cmbs.surveillance@dbrs.com


 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.com


 


		From:	Wells Fargo Bank, National Association, in its capacity as Master Servicer (the “Master Servicer”)
under the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, the Master Servicer, LNR Partners, LLC, as Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Wilmington Trust, National Association, as Trustee.



 


		Date:	____________, 20___ 



 


		Re:	Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9 Mortgage
Loan (the “Subject Mortgage Loan”) heretofore secured by real property known as ____________ [Include the following,
with appropriate modification, if there is pari passu or AB debt: as evidenced by that certain Promissory Note [A-[_]][A] in the
amount of $____________, which Promissory Note [A-[_]][A] is 



 






    DD-1


     


    

 


owned by the Trust, and Promissory Note [___] in the amount of $_____________,
which Promissory Note [___] is owned by ________________.]


 


Capitalized terms used
but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement.


 


THE STATEMENTS SET
FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE SERVICING STANDARD
SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (THE “SERVICING STANDARD”), AND (B) WITHOUT INTENDING TO WARRANT
THE ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR STANDARD OF CARE GREATER THAN THE DUTIES OF SERVICER UNDER THE POOLING AND SERVICING
AGREEMENT AND THE SERVICING STANDARD.


 


We hereby notify you
and confirm that each of the following is true, subject to those exceptions, if any, set forth on Exhibit A hereto, which exceptions
the Master Servicer has determined, consistent with the Servicing Standard, will have no material adverse effect on the Subject
Mortgage Loan or the defeasance transaction:


 


1.            The Mortgagor has consummated a defeasance of the Subject Mortgage Loan of the type checked below:**


 


____ a full defeasance
of the entire outstanding principal balance ($____________) of the Subject Mortgage Loan; or


 


____ a partial
defeasance of a portion ($____________) of the Subject Mortgage Loan that represents ___% of the entire principal balance of the
Subject Mortgage Loan ($____________).


 


2.            The defeasance was consummated on ____________, 20__.


 


3.            The defeasance was completed in all material respects in accordance with the conditions for defeasance specified in the
Loan Documents and in accordance with the Servicing Standard.


 


[Include the following if
there is pari passu or AB debt:


 


4.            In accordance with the Loan Documents, the defeasance occurred such that:


 


____ Promissory
Notes [A-[__]][A] and [___] were defeased simultaneously in their entirety; or


 


____ Promissory
Note [___] was paid off in full.]


 


5.            To the knowledge of the Master Servicer any other debt related to the Subject Mortgage Loan (including mezzanine debt, senior
secured debt, pari passu debt or


 






    DD-2


     


    

 


subordinate secured debt was either paid off in full or defeased. Such debt consists of the following:
[Describe debt and holder of the debt and if it was paid off or defeased].


 


6.            The defeasance collateral consists only of one or more of the following: (i) direct debt obligations of the U.S. Treasury,
(ii) direct debt obligations of the Federal National Mortgage Association, (iii) direct debt obligations of the Federal Home Loan
Mortgage Corporation, (iv) interest-only direct debt obligations of the Resolution Funding Corporation, (v) consolidated debt obligations
of the Federal Home Loan Bank or (vi) securities covered by the Federal Deposit Insurance Corporation’s (the “FDIC”)
Temporary Liquidity Guarantee Program (“TLGP”). Based upon a written report from an independent certified accountant,
such defeasance collateral consists of securities that (i) if they include a principal obligation, the principal due at maturity
cannot vary or change, (ii) provide for interest at a fixed rate and (iii) are not callable prior to their respective maturity
dates. In addition, if the defeasance collateral contains any TLGP securities, then:


 


		●	Such securities are eligible under TLGP;



 


		●	The master servicer (and the trustee, if it serves as the back-up advancing agent for the transaction)
has waived its right to (i) collect interest on advances made on behalf of the borrower holding TLGP securities, and (ii) collect
for expenses incurred in making demand on the FDIC;



 


		●	If the TLGP debt is to be used to satisfy a balloon payment, a reserve conforming to the criteria
for eligible accounts was funded with a minimum of 90 days interest on the defeasance collateral to cover potential delays in receipt
of the balloon payment;



 


		●	The TLGP securities mature before June 30, 2012; and



 


		●	The master servicer’s error and omissions insurance policy covers losses to the CMBS trust
caused by the master servicer’s failure to make timely demand on the FDIC’s guarantee.



 


7.             After the defeasance, the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that: (i) is the original Mortgagor, (ii) is a Single-Purpose Entity (as described in S&P’s criteria), (iii) is subject
to restrictions in its organizational documents substantially similar to those contained in the organizational documents of the
original Mortgagor with respect to bankruptcy remoteness and single purpose, (iv) has been designated as the Defeasance Obligor
by the originator of the Subject Mortgage Loan pursuant to the terms of the Loan Documents, or (v) has previously received confirmation
from Standard & Poor’s that the organizational documents of such Defeasance Obligor conform with applicable Standard
& Poor’s criteria. The Defeasance Obligor owns no assets other than defeasance collateral and (only in the case of the
original Mortgagor) real property securing one or more Mortgage Loans included in the pool under the Pooling and Servicing Agreement
(the “Pool”).


 


8.             If such Defeasance Obligor (together with its affiliates) holds more than one defeased loan, it does not (together with
its affiliates) hold defeased loans aggregating more


 






    DD-3


     


    

 


than $35 Million or more than five percent (5%) of the aggregate certificate
balance of the Certificates, as of the date of the most recent Certificate Administrator’s Distribution Date Statement received
by the Master Servicer (the “Current Report”), except to the extent the Defeasance Obligor is of the type specified
in paragraph 7(v) above or the original Loan Documents do not limit the amount of defeased loans that it may hold.


 


9.             The defeasance documents require that the defeasance collateral be credited to an eligible account (as defined in S&P’s
criteria) that must be maintained as a securities account by a securities intermediary that is at all times an Eligible Institution
(as defined in S&P’s criteria). The securities intermediary may reinvest proceeds of the defeasance collateral only in
Permitted Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing defeasance).


 


10.           The securities intermediary is obligated to pay from the proceeds of the defeasance collateral, directly to the Master Servicer’s
collection account, all scheduled payments on the Subject Mortgage Loan or, in a partial defeasance, the portion of such scheduled
payments attributed to the allocated loan amount for the real property defeased including any defeasance premiums set forth in
the loan documents (the “Scheduled Payments”).


 


11.           The Master Servicer received written confirmation from an independent certified public accountant stating that (i) revenues
from the defeasance collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to
timely pay each of the Monthly Payments including the payment in full of the Subject Mortgage Loan (or the allocated portion thereof
in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date),
(ii) except as otherwise disclosed in the written report from an independent certified public accountant, [and disclosed below,]
the revenues received in any month from the defeasance collateral will be applied to make Monthly Payments within four (4) months
after the date of receipt, (iii) the defeasance collateral is not callable prior to their respective maturity dates, and (iv) interest
income from the defeasance collateral to the Defeasance Obligor in any tax year will not exceed such Defeasance Obligor’s
interest expense for the Subject Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year, other
than in the year in which the Maturity Date or Anticipated Repayment Date will occur, when interest income will exceed interest
expense.


 


12.           The Master Servicer received opinions of counsel that, subject to customary qualifications, (i) the defeasance will not
cause either Trust REMIC to fail to qualify as a REMIC for purpose of the Code, (ii) the agreements executed by the Mortgagor and
the Defeasance Obligor in connection with the defeasance are enforceable against them in accordance with their terms, [and] (iii)
the Trustee will have a perfected, first priority security interest in the defeasance collateral.


 


13.           The agreements executed in connection with the defeasance (i) prohibit subordinate liens against the defeasance collateral,
(ii) provide for payment from sources other than the defeasance collateral of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor, (iii) permit release of surplus defeasance collateral and earnings on reinvestment to the Defeasance Obligor only after
the Subject Mortgage Loan has


 






    DD-4


     


    

 


been paid in full, (iv) include representations and/or covenants of the Mortgagor and/or securities
intermediary substantially as set forth on Exhibit B hereto, (v) provide for survival of such representations; and (vi) do not
permit waiver of such representations and covenants.


 


14.           At the time of the defeasance of the Subject Mortgage Loan, the Subject Mortgage Loan is (x) not one of the ten largest
Mortgage Loans by Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000
and (z) a Mortgage Loan that represents less than 5% of the Stated Principal Balance of all Mortgage Loans.


 


15.           Copies of all material agreements, instruments, organizational documents, opinions of counsel, accountant’s report
and other items delivered in connection with the defeasance will be provided to you upon request.


 


16.           The individual executing this notice is an authorized officer or a servicing officer of the Master Servicer.


 


IN WITNESS WHEREOF,
the Master Servicer has caused this notice to be executed as of the date captioned above.


 





	 	[MASTER SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    DD-5


     


    

 


EXHIBIT A


 


Exceptions


 




    DD-6


     


    

 


EXHIBIT B


 


Sample Perfected Security
Interest Representations


 


General:


 


1.            [The defeasance agreements] create a valid and continuing security interest (as defined in the applicable UCC) in the [Collateral,
Securities Account and Deposit Account] in favor of the [Secured Party], which security interest is prior to all other [Liens],
and is enforceable as such as against creditors of and purchasers from [Debtor].


 


Note that “Collateral”
means securities, permitted investments and other assets credited to securities accounts.


 


1.            The [Deposit Account] constitutes a “deposit account” within the meaning of the applicable UCC.


 


2.            All of the [Collateral] has been and will have been credited to a [Securities Account]. The securities intermediary for
the [Securities Account] has agreed to treat all assets credited to the [Securities Account] as “financial assets”
within the meaning of the UCC.


 


Creation:


 


1.            The Defeasance Account Agreement provides that the Pledgee shall have “control” (as defined in the applicable
UCC).


 


2.            [Debtor] has received all consents and approvals required by the terms of the [Collateral] to the transfer to the [Secured
Party] of its interest and rights in the [Collateral] hereunder.


 


Perfection:


 


1.            [Debtor] has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the
proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted in
the [Collateral, Securities Account and Deposit Account] to the [Secured Party] hereunder.


 


2.            [Debtor] has delivered to[Secured Party] a fully executed agreement pursuant to which the securities intermediary or the
account bank has agreed to comply with all instructions originated by the [Secured Party] relating to the [Securities Account]
or directing disposition of the funds in the [Deposit Account] without further consent by the [Debtor].


 


3.            [Debtor] has taken all steps necessary to cause the securities intermediary to identify in its records the [Secured Party]
as the person having a security entitlement against the securities intermediary in the [Securities Account].


 


4.            To the extent a Deposit Account exists, [Debtor] has taken all steps necessary to cause [Secured Party] to become the account
holder of the [Deposit Account].


 






    DD-7


     


    

 


Priority:


 


1.            Other than the security interest granted to the [Secured Party] pursuant to this Agreement, [Debtor] has not pledged, assigned,
sold, granted a security interest in, or otherwise conveyed any of the [Collateral, Securities Account and Deposit Account]. [Debtor]
has not authorized the filing of and is not aware of any financing statements against [Debtor] that include a description of collateral
covering the [Collateral, Securities Account and Deposit Account] other than any financing statement relating to the security interest
granted to the [Secured Party] hereunder or that has been terminated. Debtor is not aware of any judgment or tax lien filings against
[Debtor].


 


2.            The [Securities Account and Deposit Account] are not in the name of any person other than the [Debtor] or the [Secured Party].
The [Debtor] has not consented to the securities intermediary of any [Securities Account] or the account bank of any [Deposit Account]
to comply with entitlement orders or instructions of any person other than the [Secured Party].


 




    DD-8


     


    

 


EXHIBIT EE


 


[reserved]


 




    EE-1


     


    

 


EXHIBIT FF-1


 


FORM OF NOTICE REGARDING OUTSIDE 





SERVICED MORTGAGE LOANS





(Kawa Mixed Use Portfolio, Staples Strategic
Industrial, 10 Brookline Place and 1421 West Shure Drive)


 


[Date]






 


	
        Wells Fargo Bank, National Association, as Certificate Administrator
        and Trustee


        9062 Old Annapolis Road


        Columbia, Maryland 21045-1951


        Attention: Corporate Trust Services (CMBS)


        Benchmark 2018-B8 Mortgage Trust


        with a copy to:


        Telecopy Number: (410) 715-2380


        Email: cts.cmbs.bond.admin@wellsfargo.com, and trustadministrationgroup@wellsfargo.com

	
        Wells Fargo Bank, National Association, as Custodian


        1055 10th Ave SE

        Minneapolis, Minnesota 55414


        Attn: Document Custody Group: Benchmark 2018-B8


        with a copy to:


        Email: cmbscustody@wellsfargo.com


	 	 
	
        Midland Loan Services, a Division of PNC Bank, National Association,
        as Master Servicer

        10851 Mastin Street, Suite 700

        Building 82, Suite 300

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head,

        Fax number: 1-888-706-3565

        Email: NoticeAdmin@midlandls.com


        with a copy to:


        Stinson Leonard Street LLP

        1201 Walnut Street, Suite 2900

        Kansas City, Missouri 64106-2150

        Fax Number: (816) 412-9338

        Attention: Kenda K. Tomes

        Email: kenda.tomes@stinson.com

	
        CWCapital Asset Management LLC, as Special Servicer

        7501 Wisconsin Avenue

        Bethesda, Maryland 20814

        Attention: Brian Hanson (Benchmark 2018-B8)


        Facsimile number: (202) 715-9699


        Email: CWCAMnoticesBenchmark2018-B8@cwcapital.com


        with a copy to:


        CWCapital Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Legal Department


	 	 
	Pentalpha Surveillance LLC, as Operating Advisor

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2018-B8—Transaction Manager	Pentalpha Surveillance LLC, as Asset Representations Reviewer

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2018-B8—Transaction Manager



 






    FF-1-1


     


    

 


	with a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2018-B8 in the subject line)



with a copy to:



Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, Tennessee 37201

Email: jknight@bassberry.com	with a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2018-B8 in the subject line)



with a copy to:



Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, Tennessee 37201

Email: jknight@bassberry.com


 





		Re:	Benchmark
2018-B8 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B8


 


Ladies and Gentlemen:


 


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Benchmark 2018-B8 PSA”), between
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as
trustee and as certificate administrator, and Pentalpha Surveillance 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 Benchmark 2018-B8 PSA.


 


The undersigned is
the certificate administrator under the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “B9 PSA”),
between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B9 Depositor”), Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “B9 Master Servicer”), LNR Partners, LLC, as
special servicer (in such capacity, the “B9 Special Servicer”), Park Bridge Lender Services LLC, as operating
advisor (in such capacity, the “B9 Operating Advisor”) and asset representations reviewer (in such capacity,
the “B9 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator (in such capacity, the
“B9 Certificate Administrator”), and Wilmington Trust, National Association, as trustee (in such capacity, the
“B9 Trustee”), pursuant to which the Benchmark 2019-B9 Mortgage Trust (the “B9 Trust”) was
established and a pool of commercial and multifamily mortgage loans were transferred to the B9 Trust as of February 14, 2019 (the
“Closing Date”), including the following Serviced Pari Passu Companion Loans (the “Subject Serviced
Companion Loans”):


 


	Name of Mortgage Loan as identified on

 Mortgage Loan Schedule	Promissory Note(s) Evidencing Subject

Serviced Companion Loan(s)
	Kawa Mixed Use Portfolio	Note A-2
	Staples Strategic Industrial	Notes A-1-2, A-2-3, A-4



 






    FF-1-2


     


    

 


	Name of Mortgage Loan as identified on

 Mortgage Loan Schedule	Promissory Note(s) Evidencing Subject 

Serviced Companion Loan(s)
	10 Brookline Place	Note A-2
	1421 West Shure Drive	Note A-2


 


The undersigned hereby
notifies you that, as of the Closing Date:


 


1.       Wilmington
Trust, National Association, as trustee under the B9 PSA, is the holder of the Subject Serviced Companion Loans. You are directed
to remit to Wells Fargo Bank, National Association, as master servicer under the B9 PSA, all amounts payable to, and to forward,
deliver or otherwise make available, as the case may be, to Wells Fargo Bank, National Association, as master servicer under the
B9 PSA, all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise
made available to the Serviced Companion Noteholders with respect to the Subject Serviced Companion Loans under the Benchmark 2018-B8
PSA and the related Intercreditor Agreements, respectively. The wire instructions for Wells Fargo Bank, National Association, as
B9 Master Servicer, are as follows:


 


Bank: Wells Fargo Bank, National Association





Account Name: REAM as Trustee
for Various Investors – Incoming Wires





ABA: 121000248





Account #: 5077594011216





Reference: Wells Fargo CMS Loan Number __________________


 


2.       The
contact information for the B9 Trustee, the B9 Certificate Administrator, the B9 Master Servicer, the B9 Special Servicer, the
B9 Operating Advisor, the B9 Asset Representations Reviewer and the B9 Depositor with respect to the Subject Serviced Companion
Loans is as follows:


 


	B9 Trustee:	
        Wilmington Trust, National Association


        1100 North Market Street


        Wilmington, Delaware 19890


        Attention: CMBS Trustee – Benchmark 2019-B9


        Fax number: (302) 636-4140


        Email: cmbstrustee@wilmingtontrust.com


	B9 Certificate Administrator:	
        Citibank, N.A.


        388 Greenwich Street


        New York, New York 10013


        Attention: Citibank Agency & Trust - Benchmark 2019-B9


        Fax number: (212) 816-5527


        




 






    FF-1-3


     


    

 


	 	and with respect
to e-mail pursuant to the B9 PSA, at ratingagencynotice@citi.com
	B9 Master Servicer:	
        Wells Fargo Bank, National Association,


        Commercial Mortgage Servicing


        Three Wells Fargo


        401 South Tryon Street, 8th
        Floor


        MAC D1050-084


        Charlotte, North Carolina 28202


        Attention: Benchmark 2019-B9
        Asset Manager


        Fax number: (704) 715-0036


        Email: commercial.servicing@wellsfargo.com


         

        with a copy to:

         


        Wells Fargo Bank, National Association


        Legal Department


        301 South College Street, TW-30,
        D1053-300


        Charlotte, North Carolina 28202-6000


        Attention: Commercial Mortgage
        Servicing Legal Support


        Fax number: (704) 383-3663


         

        with a copy to:

         


        K&L Gates LLP


        Hearst Tower


        214 North Tryon Street


        Charlotte, North Carolina 28202


        Attention: Stacy G. Ackermann


        Fax number: (704) 353-3190


         

        and with respect to e-mail pursuant
        to Section 12.06 and Section 12.13 of the B9 PSA, to:

         


        RAInvRequest@wellsfargo.com

         


        and with respect to any investor
        inquiry, to:

         


        REAM_InvestorRelations@wellsfargo.com

	B9 Special Servicer:	
        LNR Partners, LLC,


        1601 Washington Avenue, Suite 700


        Miami Beach, Florida 33139


        Attention: Heather Bennett and Job Warshaw


        Fax number: (305) 695-5601


        





 






    FF-1-4


     


    

 


	 	Email: hbennett@starwood.com, jwarshaw@lnrpartners.com and
        lnr.cmbs.notices@lnrproperty.com
	B9 Operating Advisor and B9 Asset Representations Reviewer:	
        Park Bridge Lender Services LLC


        600 Third Avenue, 40th Floor


        New York, New York 10016


        Attention: Benchmark 2019-B9 Surveillance Manager, with a copy
        sent contemporaneously via e-mail to cmbs.notices@parkbridgefinancial.com


	B9 Depositor	
        Citigroup Commercial Mortgage Securities Inc.


        388 Greenwich Street, 6th Floor


        New York, New York 10013


        Attention: Richard Simpson


        Fax number: (646) 328-2943


         

        with a copy to:

         


        Citigroup Commercial Mortgage Securities Inc.


        390 Greenwich Street, 5th Floor


        New York, New York 10013


        Attention: Raul Orozco


        Fax number: (347) 394-0898


         

        with a copy to:

         


        Citigroup Commercial Mortgage Securities Inc.


        388 Greenwich Street, 17th Floor


        New York, New York 10013


        Attention: Ryan M. O’Connor


        Fax number: (646) 862-8988


         

        with electronic copies e-mailed to:

         


        Richard Simpson at richard.simpson@citi.com and

        Ryan M. O’Connor at ryan.m.oconnor@citi.com




 


3.       The
B9 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the B9 PSA.


 






    FF-1-5


     


    

 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the B9 PSA) under the B9 PSA is Prime Finance Long Duration
(B-Piece) II, L.P.


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    FF-1-6


     


    

 


EXHIBIT FF-2


 


FORM OF NOTICE REGARDING OUTSIDE 





SERVICED MORTGAGE LOAN





(Aventura Mall)


 


[Date]






 


	
        Wilmington Trust, National Association


        1100 North Market Street


        Wilmington, Delaware 19890


        Attention: CMBS JPMCC 2018-AVM


         

        with a copy to:

         


        Facsimile: 302-636-4140


        E-mail: cmbstrustee@wilmingtontrust.com

	
        Wells Fargo Bank,
        National Association


        9062 Old Annapolis
        Road


        Columbia, Maryland
        21045


        Attention: Corporate
        Trust Services (CMBS) – JPMCC 2018-AVM


         

        with a copy to:

         


        Facsimile: (410) 715-2380


        E-mail:

        trustadministrationgroup@wellsfargo.com

and cts.cmbs.bond.admin@wellsfargo.com


	 	 
	
        Wells Fargo Bank, National Association


        Commercial Mortgage Servicing


        Three Wells Fargo


        401 S. Tryon Street, 8th Floor


        MAC D1050-084


        Charlotte, North Carolina 28202


        Attention: JPMCC 2018-AVM Asset Manager


        Facsimile: (704) 715-0036


        Email: commercial.servicing@wellsfargo.com


         

        with a copy to:

         


        Wells Fargo Bank, National Association


        Legal Department, D1053-300


        301 South College Street, 30th Floor


        Charlotte, North Carolina 28202


        Attention: Commercial Mortgage Servicing Legal Support


        Facsimile: (704) 383-0353


         

        with an additional copy to:

         


        K&L Gates LLP


        Hearst Tower


        214 North Tryon Street


        


        


        


        


        

	
        CWCapital Asset Management
        LLC


        7501 Wisconsin Avenue, Suite
        500 West


        Bethesda, Maryland 20814


        Attention: Brian Hanson (Aventura
        2018-AVM)


        facsimile number: (212) 715-9699


         

        with a copy to:

         


        CWCapital Asset Management
        LLC


        7501 Wisconsin Avenue, Suite
        500 West


        Bethesda, Maryland 20814


        Attention: Legal Department (Aventura 2018-AVM)


	 	 



 






    FF-2-1


     


    

 


	Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: JPMCC 2018-AVM

Fax Number: (704) 353-3190

Email: stacy.ackermann@klgates.com	 
	 	 
	
        Park Bridge Lender Services LLC


        600 Third Avenue, 40th Floor


        New York, New York 10016


        Attention: Aventura Mall Trust 2018-AVM – Surveillance
        Manager


         

        with a copy sent contemporaneously to:

         


        cmbs.notices@parkbridgefinancial.com

	 


 





		Re:	Aventura
Mall Trust 2018-AVM, Commercial Mortgage Pass-Through Certificates, Series 2018-AVM 








 


Ladies and Gentlemen:


 


Reference is hereby
made to the Trust and Servicing Agreement, dated as of June 29, 2018 (the “Aventura Mall Trust 2018-AVM TSA”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as servicer,
CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington
Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor. Capitalized terms used but
not defined herein shall have the meanings given to them in the Aventura Mall Trust 2018-AVM TSA.


 


The undersigned is
the certificate administrator under the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “B9 PSA”),
between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B9 Depositor”), Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “B9 Master Servicer”), LNR Partners, LLC, as
special servicer (in such capacity, the “B9 Special Servicer”), Park Bridge Lender Services LLC, as operating
advisor (in such capacity, the “B9 Operating Advisor”) and asset representations reviewer (in such capacity,
the “B9 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator (in such capacity, the
“B9 Certificate Administrator”), and Wilmington Trust, National Association, as trustee (in such capacity, the
“B9 Trustee”), pursuant to which the Benchmark 2019-B9 Mortgage Trust (the “B9 Trust”) was
established and a pool of commercial mortgage loans were transferred to the B9 Trust as of February 14, 2019 (the “Closing
Date”), including the Companion Loan evidenced by promissory note A-2-A-5-B (the “Subject Companion Loan”)


 


The undersigned hereby
notifies you that, as of the Closing Date:


 


1.       Wilmington
Trust, National Association, as trustee under the B9 PSA, is the holder of the Subject Companion Loan. You are directed to remit
to Wells Fargo Bank, National


 






    FF-2-2


     


    

 


Association, as master servicer under the B9 PSA, all amounts payable to, and to forward, deliver
or otherwise make available, as the case may be, to Wells Fargo Bank, National Association, as master servicer under the B9 PSA,
all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made
available to the Companion Loan Holder with respect to the Subject Companion Loan under the Aventura Mall Trust 2018-AVM TSA and
the Co-Lender Agreement, respectively. The wire instructions for Wells Fargo Bank, National Association, as B9 Master Servicer,
are as follows:


 


Bank: Wells Fargo Bank, National Association





Account Name: REAM as Trustee
for Various Investors – Incoming Wires





ABA: 121000248





Account #: 5077594011216





Reference: Wells Fargo CMS Loan Number __________________


 


2.       The
contact information for the B9 Trustee, the B9 Certificate Administrator, the B9 Master Servicer, the B9 Special Servicer, the
B9 Operating Advisor, the B9 Asset Representations Reviewer and the B9 Depositor with respect to the Subject Serviced Companion
Loan is as follows:


 


	B9 Trustee:	
        Wilmington Trust, National Association


        1100 North Market Street


        Wilmington, Delaware 19890


        Attention: CMBS Trustee – Benchmark 2019-B9


        Fax number: (302) 636-4140


        Email: cmbstrustee@wilmingtontrust.com


	B9 Certificate Administrator:	
        Citibank, N.A.

        388 Greenwich Street


        New York, New York 10013


        Attention: Citibank Agency & Trust - Benchmark 2019-B9


        Fax number: (212) 816-5527


         

        and with respect
to e-mail pursuant to the B9 PSA, at ratingagencynotice@citi.com

	B9 Master Servicer:	
        Wells Fargo Bank, National Association,


        Commercial Mortgage Servicing


        Three Wells Fargo


        401 South Tryon Street, 8th
        Floor


        MAC D1050-084


        Charlotte, North Carolina 28202


        Attention: Benchmark 2019-B9
        Asset Manager


        Fax number: (704) 715-0036


        Email: commercial.servicing@wellsfargo.com 




 






    FF-2-3


     


    

 


		
        


        with a copy to:

         


        Wells Fargo Bank, National Association


        Legal Department


        301 South College Street, TW-30,
        D1053-300


        Charlotte, North Carolina 28202-6000


        Attention: Commercial Mortgage
        Servicing Legal Support


        Fax number: (704) 383-3663


         

        with a copy to:

         


        K&L Gates LLP


        Hearst Tower


        214 North Tryon Street


        Charlotte, North Carolina 28202


        Attention: Stacy G. Ackermann


        Fax number: (704) 353-3190


         

        and with respect to e-mail pursuant
        to Section 12.06 and Section 12.13 of the B9 PSA, to:

         


        RAInvRequest@wellsfargo.com

         


        and with respect to any investor
        inquiry, to:

         


        REAM_InvestorRelations@wellsfargo.com

	B9 Special Servicer:	
        LNR Partners, LLC,


        1601 Washington Avenue, Suite 700


        Miami Beach, Florida 33139


        Attention: Heather Bennett and Job Warshaw


        Fax number: (305) 695-5601


        Email: hbennett@starwood.com, jwarshaw@lnrpartners.com and
        lnr.cmbs.notices@lnrproperty.com


	B9 Operating Advisor and B9 Asset Representations Reviewer:	
        Park Bridge Lender Services LLC


        600 Third Avenue, 40th Floor


        New York, New York 10016


        Attention: Benchmark 2019-B9 Surveillance Manager, with a copy
        sent contemporaneously via e-mail to cmbs.notices@parkbridgefinancial.com





 






    FF-2-4


     


    

 


	B9 Depositor	
        Citigroup Commercial Mortgage Securities Inc.


        388 Greenwich Street, 6th Floor


        New York, New York 10013


        Attention: Richard Simpson


        Fax number: (646) 328-2943


         

        with a copy to:


         

        Citigroup Commercial Mortgage Securities Inc.


        390 Greenwich Street, 5th Floor


        New York, New York 10013


        Attention: Raul Orozco


        Fax number: (347) 394-0898


         

        with a copy to:


         

        Citigroup Commercial Mortgage Securities Inc.


        388 Greenwich Street, 17th Floor


        New York, New York 10013


        Attention: Ryan M. O’Connor


        Fax number: (646) 862-8988


         

        with electronic copies e-mailed to:


         

        Richard Simpson at richard.simpson@citi.com and

        Ryan M. O’Connor at ryan.m.oconnor@citi.com




 


3.       The
B9 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the B9 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the B9 PSA) under the B9 PSA is Prime Finance Long Duration
(B-Piece) II, L.P.


 






    FF-2-5


     


    

 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    FF-2-6


     


    

 


EXHIBIT FF-3


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


(Liberty Station Retail)


[TO BE SENT UPON THE RELATED SERVICING
SHIFT DATE]


 


[Date]




 


	
        [Outside Trustee]

        [Address Line 1]

        [Address Line 2]

        Attn: [Contact Person]
	
        [Outside Certificate Administrator]

        [Address Line 1]

        [Address Line 2]

        Attn: [Contact Person]

	 	 
	
        [Outside Master Servicer]

        [Address Line 1]

        [Address Line 2]

        Attn: [Contact Person]
	
        [Outside Special Servicer]

        [Address Line 1]

        [Address Line 2]

        Attn: [Contact Person]

	 	 
	
        [Outside Operating Advisor]

        [Address Line 1]

        [Address Line 2]

        Attn: [Contact Person]
	
        [Outside Asset Representations Reviewer]

        [Address Line 1]

        [Address Line 2]

        Attn: [Contact Person]



 





		Re:	[Outside
Securitization Trust], Commercial Mortgage Pass-Through Certificates, Series [_______]-[____]


  


Ladies and Gentlemen:


 


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of [_________], 20[__] (the “Lead Servicing PSA”), between
[Outside Depositor], as depositor, [Outside Servicer], as master servicer, [Outside Special Servicer], as special servicer, [Outside
Operating Advisor], as operating advisor and asset representations reviewer, [Outside Certificate Administrator], as certificate
administrator, and [Outside Trustee], as trustee. Capitalized terms used but not defined herein shall have the meanings given to
them in the Lead Servicing PSA.


 


The undersigned is
the certificate administrator under the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “B9 PSA”),
between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B9 Depositor”), Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “B9 Master Servicer”), LNR Partners, LLC, as
special servicer (in such capacity, the “B9 Special Servicer”), Park Bridge Lender Services LLC, as operating
advisor (in such capacity, the “B9 Operating Advisor”) and asset representations reviewer (in such capacity,
the “B9 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator (in such capacity, the
“B9 Certificate Administrator”), and Wilmington Trust, National Association, as trustee (in such capacity, the
“B9 Trustee”), pursuant to which the Benchmark 2019-B9 Mortgage Trust (the “B9 Trust”) was
established and a pool of


 



    FF-3-1


     


    

 


commercial and/or mortgage loans were transferred to the B9 Trust as of February 14, 2019 (the “Closing
Date”), including the following [Serviced Pari Passu Companion Loan] (the “Subject Serviced Companion Loan”):


 


	Name of [Mortgaged Property][Mortgage Loan] as identified on Mortgage Loan Schedule	Promissory Note Evidencing Subject Serviced Companion Loan
	Liberty Station Retail	Note A-3 


 


The undersigned hereby
notifies you that, as of the Closing Date:


 


1.            Wilmington
Trust, National Association, as trustee under the B9 PSA, is the holder of the Subject Serviced Companion Loans. You are directed
to remit to Wells Fargo Bank, National Association, as master servicer under the B9 PSA, all amounts payable to, and to forward,
deliver or otherwise make available, as the case may be, to Wells Fargo Bank, National Association, as master servicer under the
B9 PSA, all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise
made available to the holder of the Subject Serviced Companion Loan under the Lead Servicing PSA and the [Intercreditor Agreement][Co-Lender
Agreement], respectively. The wire instructions for Wells Fargo Bank, National Association, as B9 Master Servicer, are as follows:


 


Bank: Wells Fargo Bank, National
Association


Account Name: REAM as Trustee
for Various Investors – Incoming Wires


ABA: 121000248


Account #: 5077594011216


Reference: Wells Fargo CMS Loan
Number __________________


 


2.            The
contact information for the B9 Trustee, the B9 Certificate Administrator, the B9 Master Servicer, the B9 Special Servicer, the
B9 Operating Advisor, the B9 Asset Representations Reviewer and the B9 Depositor with respect to the Subject Serviced Companion
Loan is as follows:


 


	B9 Trustee:	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – Benchmark 2019-B9

        Fax number: (302) 636-4140

        Email: cmbstrustee@wilmingtontrust.com

	B9 Certificate Administrator:	
        Citibank, N.A.

        388 Greenwich Street

        New York, New York 10013

        Attention: Citibank Agency & Trust - Benchmark





 






    FF-3-2


     


    

 


	 	        2019-B9

        Fax number: (212) 816-5527

         

        and with respect
to e-mail pursuant to the B9 PSA, at ratingagencynotice@citi.com

	B9 Master Servicer:	
        Wells Fargo Bank, National
Association,

        Commercial Mortgage
Servicing

        Three Wells Fargo

        401 South Tryon Street,
8th Floor

        MAC D1050-084

        Charlotte, North Carolina
28202

        Attention: Benchmark
2019-B9 Asset Manager

        Fax number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

         

        with a copy to:

         

        Wells Fargo Bank, National
Association

        Legal Department

        301 South College Street,
TW-30, D1053-300

        Charlotte, North Carolina
28202-6000

        Attention: Commercial
Mortgage Servicing Legal Support

        Fax number: (704) 383-3663

         

        with a copy to:

         

        K&L Gates LLP

        Hearst Tower

        214 North Tryon Street

        Charlotte, North Carolina
28202

        Attention: Stacy G.
Ackermann

        Fax number: (704) 353-3190

         

        and with respect to e-mail pursuant
        to Section 12.06 and Section 12.13 of the B9 PSA, to:

         

        RAInvRequest@wellsfargo.com

         

        and with respect to any investor
        inquiry, to:

         

        REAM_InvestorRelations@wellsfargo.com

	B9 Special Servicer:	        LNR
Partners, LLC,

        1601 Washington Avenue, Suite 700




 






    FF-3-3


     


    

 


		


        Miami Beach, Florida 33139

        Attention: Heather Bennett and Job Warshaw

        Fax number: (305) 695-5601

        Email: hbennett@starwood.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com

	B9 Operating Advisor and B9 Asset Representations Reviewer:	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: Benchmark 2019-B9 Surveillance Manager,
with a copy sent contemporaneously via e-mail to cmbs.notices@parkbridgefinancial.com

	B9 Depositor	
        Citigroup Commercial Mortgage Securities Inc.

        388 Greenwich Street, 6th Floor

        New York, New York 10013

        Attention: Richard Simpson

        Fax number: (646) 328-2943

         

        with a copy to:

         

        Citigroup Commercial Mortgage Securities Inc.

        390 Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Raul Orozco

        Fax number: (347) 394-0898

         

        with a copy to:

         

        Citigroup Commercial Mortgage Securities Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan M. O’Connor

        Fax number: (646) 862-8988

         

        with electronic copies e-mailed to:

         

        Richard Simpson at richard.simpson@citi.com
and

Ryan M. O’Connor at ryan.m.oconnor@citi.com



 






    FF-3-4


     


    

 


3.             The
B9 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.             Enclosed
herewith is a copy of an executed version of the B9 PSA.


 


5.             As
of the date hereof, the Controlling Class Representative (as defined in the B9 PSA) under the B9 PSA is Prime Finance Long Duration
(B-Piece) II, L.P.


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    FF-3-5


     


    

 


EXHIBIT GG


 


SPECIFIED mortgage
LOANS





 


		1.	La Quinta Inn Berkeley ($2,204,826.00 PIP Reserve) (Loan No. 33)






 


 




    GG-1


     


    

 


EXHIBIT HH


 


FORM OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients] 


 


	 	Re:	Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9


 


Ladies and Gentlemen: 


 


In accordance with
Section 11.01 of the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed
an Asset Review on each Delinquent Loan identified by the Certificate Administrator, and is hereby issuing the following Asset
Review Report.


 


	 	1.	We have performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Tests as specifically detailed on the scorecard attached hereto as Exhibit A] with respect to the Delinquent Loans.  


  


	 	2.	A conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by the Asset Representations Reviewer 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
Asset Representations Reviewer, 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 Pooling and Servicing Agreement.






 





	 	Park Bridge Lender Services LLC, as Asset
    Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company,
    its sole member






 


	 	By:	Park Bridge Financial LLC, a New York limited
    liability company, its sole member



  


	 	By: 	 






	 	Name:	 






	 	Title:	 



 


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.


 






    HH-1


     


    

  


Exhibit A


 


Detailed Scorecard

[Template Example Below] 


 


	
        Test failures

         

	Loan #	Loan Name	Mortgage Loan Seller	R&W 

#	R&W Name	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws	[Insert Test Description]	[Insert Test findings]
	31	Single-Purpose Entity	 	 


   




    HH-2


     


    

 


EXHIBIT II


 


FORM OF ASSET REVIEW REPORT SUMMARY

BY THE ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


	 	Re:	Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9


  


Ladies and Gentlemen:


 


In accordance with
Section 11.01 of the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed
an Asset Review on each Delinquent Loan identified by the Certificate Administrator, and is hereby issuing the following Asset
Review Report Summary.


 


	 	1.	We have performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Tests as identified on the summary scorecard attached hereto as Exhibit A] with respect to the Delinquent Loans.


  


	 	2.	A conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by the Asset Representations Reviewer 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 Asset Representations Reviewer, 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 Pooling and Servicing Agreement.


  








	 	Park Bridge Lender Services LLC, as Asset
    Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company,
    its sole member






 


	 	By:	Park Bridge Financial LLC, a New York limited
    liability company, its sole member



  


	 	By: 	 






	 	Name:	 






	 	Title:	 






 


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. 


 






    II-1


     


    




 


Exhibit A


 


Summary Scorecard

[Template Example Below] 


 


	
        Test failures

         

	Loan #	Loan Name	Mortgage Loan Seller	Representations

and Warranty #	Representation and Warranty Name
	[Insert Loan #]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws
	31	Single-Purpose Entity


  




    II-2


     


    

 


EXHIBIT JJ


 


ASSET REVIEW PROCEDURES 


 


Subject to the Pooling and Servicing Agreement,
this Exhibit sets forth Asset Representations Reviewer’s review procedures for Asset Review of each Delinquent Loan. 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 JJ 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:



 


		■	Notice of Asset Review Trigger (with attachments)



 


		■	Notice of Asset Review Vote Election



 


		■	Asset Review Notice



 


		■	List of all Delinquent Loans



 


		■	Review Materials for each Delinquent Loan via Secure Data Room access,
including, among other documents, the Diligence File



 


		■	Any Unsolicited Information (if applicable)



  


		Step 2	For
each Delinquent 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 Delinquent Loan are missing, using the list of documents in the definition of “Mortgage
File” of this Agreement, any comparable lists included in the related Loan Purchase Agreement, and any closing checklist
from the origination of such Delinquent Loan, to guide its review and determination



 






    JJ-1


     


    




 


		Step 3	If ARR determines that the Review Material made available
or delivered to it in the Secure Data Room with respect to any Delinquent Loan is missing any documents required to complete an
Asset Review of such Delinquent Loan, ARR shall prepare list of such missing documents and notify the Master Servicer (with respect
to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) of such missing documents.
If any missing documents are not provided by the Master Servicer or the Special Servicer, as applicable, the ARR shall request
such documents from the related Mortgage Loan Seller.



 


Analysis and
Testing of Representations and Warranties 


 


		Step 4	For each Delinquent Loan for which ARR has received all
Review Materials required to complete an Asset Review of such Delinquent Loan, ARR tests such Delinquent Loan for compliance with
each representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent 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 Delinquent
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


 




    JJ-2


     


    

 





EXHIBIT KK


 


CERTIFICATION TO CERTIFICATE ADMINISTRATOR
REQUESTING ACCESS TO SECURE DATA ROOM 


 


Citibank, N.A.

388 Greenwich Street 


New York, New York 10013 


Attention: Global Transaction Services – Benchmark 2019-B9 


 


		Attention:	Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-B9



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of February
1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services
LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 





		1.	The undersigned is an authorized representative of [________________________].



  


		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.]1



 





 



 





1 Required to the
extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the Secure
Data Room.


 






    KK-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.





 


	 	[_________________]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated:
______________


 


[Citigroup Commercial Mortgage
Securities Inc. as Depositor]1


 


	By:	 	 
		[Name]

                              [Title]	 



 




    KK-2


     


    

 


EXHIBIT LL


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
MORTGAGE LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 





	
        Wells Fargo Bank,
National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: Benchmark 2019-B9 Asset Manager

        Fax number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com
	
        Park Bridge Lender
Services LLC

        600 Third Avenue,
40th Floor

        New York, New York
10016

        Attention: Benchmark 2019-B9 Surveillance Manager, with a copy
        sent contemporaneously via e-mail to cmbs.notices@parkbridgefinancial.com

         

	 	 
	LNR Partners, LLC

1601 Washington Avenue, Suite 700 

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Email: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com	 


  


		Attention:	Benchmark
                                         2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9



 


In accordance with
Section 11.01(a) of the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, the Certificate Administrator
hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 





		1.	_____ An additional Mortgage Loan
has become a Delinquent Loan.*



 


		2.	_____ A Mortgage Loan has ceased
                                         to be a Delinquent Loan.†



 


		3.	_____ An Asset Review Trigger has ceased to exist.






(check all that apply)


 





 










 


*
Each additional Mortgage Loan that has become a Delinquent Loan is identified on Exhibit A hereto. 


† Each Mortgage
Loan that has ceased to be a Delinquent Loan is identified on Exhibit B hereto.


 







 






    LL-1


     


    




 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 





	 	Citibank, N.A., as Certificate
Administrator for the Holders of the Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9
	 	 	 
	 	By: 	 
	 	 	[Name]
	 	 	[Title]


 




    LL-2


     


    

  


Exhibit A


 




    LL-3


     


    

  


Exhibit B 


 




    LL-4


     


    

 


EXHIBIT MM


 


Form
of Certificate Administrator Receipt in Respect of RISK RETENTION Certificates


 


[Date] 


 


[Name and Address of Retaining Party]


 


		Re:	Benchmark
                                         2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9
                                         (Citigroup Commercial Mortgage Securities Inc. as Depositor) 	



 


In accordance with Section 5.02(f)
of the Pooling and Servicing Agreement, dated as of February 1, 2019 (the “Agreement”), pursuant to which the
captioned series of commercial mortgage pass-through certificates (the “Certificates”) were issued, the undersigned,
as Certificate Administrator, hereby acknowledges receipt and possession of, and further agrees that it will hereafter hold in
the Retained Interest Safekeeping Account, the Certificates identified on Schedule I attached hereto (the “Subject Certificates”),
which constitute some or all of the VRR Interest, for the benefit of [Name of Retaining Party], the registered holder of the Subject
Certificates, pursuant to the Agreement. Payments on the Subject Certificates will be made to the registered holder thereof in
accordance with the Agreement, including pursuant to any written wiring instructions provided in accordance with the Agreement.


 


This receipt is solely
for the benefit of the addressee and is non-transferable. Possession of this receipt by any other Person will not entitle such
Person to delivery of, or any rights in respect of, the Subject Certificates. The Subject Certificates are subject to the restrictions
on transfer set forth in, and may not be released from the Retained Interest Safekeeping Account except in accordance with, the
Agreement.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Agreement. 


 





	 	Citibank,
n.a.,

not in its individual capacity

but solely as Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  




    MM-1


     


    

 


Schedule I


 


Certificates Registered in the Name of
[Retaining Party]


 


	
        Class

(CUSIP) 
	
        Certificate

No. 
	
        Initial

Certificate Balance 

			


 






    MM-2