Exhibit 4.4 


 


EXECUTION VERSION 


 

 



 

DEUTSCHE
MORTGAGE & ASSET RECEIVING CORPORATION,

Depositor,

 


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

Master Servicer,


 


CWCAPITAL
ASSET MANAGEMENT LLC,

Special Servicer,


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Trustee,


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator, Paying Agent and Custodian,


 


and


 


Park
Bridge Lender Services LLC,

Operating Advisor and Asset Representations Reviewer


 

POOLING
                                         AND SERVICING AGREEMENT
Dated as of October 1, 2019

 








 


Benchmark
2019-B13 Mortgage Trust
Commercial Mortgage Pass-Through Certificates,
Series 2019-B13


 





 



 


     


     


    
 


	TABLE
                                         OF CONTENTS



	 

	 

	 	 


	 

	 

	 	Page


	 

	 

	 	 


	ARTICLE
                                         I



	 

	 

	 	 


	DEFINITIONS
                                         6



	 	 	 


	Section
                                         1.01

	Defined
                                         Terms

	 	6


	Section
                                         1.02

	Certain
                                         Calculations

	 	119


	Section
                                         1.03

	Certain
                                         Constructions

	 	124


	Section
                                         1.04

	Certain
                                         Matters Relating to the Non-Serviced Mortgage Loans

	 	125


	 

	 

	 	 


	ARTICLE
                                         II



	 
	CONVEYANCE
                                         OF MORTGAGE LOANS;



	ORIGINAL
                                         ISSUANCE OF CERTIFICATES

	 	126


	 

	 

	 	 


	Section
                                         2.01

	Conveyance
                                         of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements

	 	126


	Section
                                         2.02

	Acceptance
                                         by Custodian and the Trustee

	 	136


	Section
                                         2.03

	Representations,
                                         Warranties and Covenants of the Depositor; Repurchase and Substitution of Mortgage Loans

	 	139


	Section
                                         2.04

	Representations,
                                         Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate
                                         Administrator, the Trustee, the Operating Advisor and the Asset Representations Reviewer

	 	156


	Section
                                         2.05

	Execution
                                         and Delivery of Certificates; Issuance of Upper-Tier Regular Interests; Issuance of Lower-Tier
                                         Regular Interests

	 	165


	Section
                                         2.06

	Miscellaneous
                                         REMIC Provisions

	 	165


	 

	 

	 	 


	ARTICLE
                                         III



	 

	 

	 	 


	ADMINISTRATION
                                         AND SERVICING



	OF
                                         THE TRUST FUND

	 	166


	 

	 

	 	 


	Section
                                         3.01

	The
                                         Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer;
                                         Administration of the Mortgage Loans and the Serviced Companion Loans

	 	166


	Section
                                         3.02

	Liability
                                         of the Master Servicer and the Special Servicer When Sub- Servicing

	 	172


	Section
                                         3.03

	Collection
                                         of Mortgage Loan and Serviced Companion Loan Payments

	 	172


	Section
                                         3.04

	Collection
                                         of Taxes, Assessments and Similar Items; Escrow Accounts

	 	173


	Section
                                         3.05

	Collection
                                         Accounts; Gain-on-Sale Reserve Account; Distribution Accounts; Interest Reserve Account
                                         and Serviced Whole Loan Collection Accounts

	 	175





 

    -i- 


     


     



	Section
                                         3.06

	Permitted
                                         Withdrawals from the Collection Accounts, the Serviced Whole Loan Collection Accounts
                                         and the Distribution Accounts; Trust Ledger

	 	183


	Section
                                         3.07

	Investment
                                         of Funds in the Collection Accounts, the Serviced Whole Loan Collection Accounts, the
                                         Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account,
                                         the REO Account, the Lock-Box Accounts, the Cash Collateral Accounts and the Reserve
                                         Accounts

	 	204


	Section
                                         3.08

	Maintenance
                                         of Insurance Policies and Errors and Omissions and Fidelity Coverage

	 	206


	Section
                                         3.09

	Enforcement
                                         of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions

	 	211


	Section
                                         3.10

	Appraisals;
                                         Realization upon Defaulted Loans

	 	218


	Section
                                         3.11

	Custodian
                                         to Cooperate; Release of Mortgage Files

	 	225


	Section
                                         3.12

	Servicing
                                         Fees, Certificate Administrator/Trustee Fees and Special Servicing Compensation

	 	226


	Section
                                         3.13

	Reports
                                         to the Certificate Administrator; Collection Account Statements

	 	235


	Section
                                         3.14

	Access
                                         to Certain Documentation

	 	242


	Section
                                         3.15

	Title
                                         and Management of REO Properties and REO Accounts

	 	251


	Section
                                         3.16

	Sale
                                         of Specially Serviced Loans and REO Properties

	 	256


	Section
                                         3.17

	Additional
                                         Obligations of the Master Servicer and the Special Servicer; Inspections

	 	262


	Section
                                         3.18

	Authenticating
                                         Agent

	 	263


	Section
                                         3.19

	Appointment
                                         of Custodians

	 	264


	Section
                                         3.20

	Lock-Box
                                         Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts

	 	265


	Section
                                         3.21

	Servicing
                                         Advances

	 	265


	Section
                                         3.22

	Appointment
                                         and Replacement of Special Servicer

	 	269


	Section
                                         3.23

	Transfer
                                         of Servicing Between the Master Servicer and the Special Servicer; Record Keeping; Asset
                                         Status Report

	 	276


	Section
                                         3.24

	Special
                                         Instructions for the Master Servicer and/or Special Servicer

	 	283


	Section
                                         3.25

	Certain
                                         Rights and Obligations of the Master Servicer and/or the Special Servicer

	 	284


	Section
                                         3.26

	Modification,
                                         Waiver, Amendment and Consents

	 	284


	Section
                                         3.27

	Certain
                                         Intercreditor Matters Relating to the Whole Loans

	 	290


	Section
                                         3.28

	Directing
                                         Holder Contact with the Master Servicer and the Special Servicer

	 	295


	Section
                                         3.29

	Controlling
                                         Class Certificateholders, the Directing Holder and the Risk Retention Consultation Parties;
                                         Certain Rights and Powers of the Directing Holder and the Risk Retention Consultation
                                         Parties

	 	295


	Section
                                         3.30

	Rating
                                         Agency Confirmation

	 	300


	Section
                                         3.31

	Appointment
                                         and Duties of the Operating Advisor

	 	303


	Section
                                         3.32

	Delivery
                                         of Excluded Information to the Certificate Administrator

	 	307


	Section
                                         3.33

	Certain
                                         Matters with Respect to Joint Mortgage Loans

	 	308


	Section
                                         3.34

	Resignation
                                         Upon Prohibited Risk Retention Affiliation

	 	312





 

    -ii- 


     


     


	 

	 

	 	 


	 

	 

	 	 


	ARTICLE
                                         IV



	 

	 

	 	 


	DISTRIBUTIONS
                                         TO CERTIFICATEHOLDERS

	 	313


	 

	 

	 	 


	Section
                                         4.01

	Distributions

	 	313


	Section
                                         4.02

	Statements
                                         to Certificateholders; Reports by Certificate Administrator; Other Information Available
                                         to the Holders and Others

	 	323


	Section
                                         4.03

	Compliance
                                         with Withholding Requirements

	 	337


	Section
                                         4.04

	REMIC
                                         Compliance

	 	338


	Section
                                         4.05

	Imposition
                                         of Tax on the Trust Fund

	 	340


	Section
                                         4.06

	Remittances

	 	341


	Section
                                         4.07

	P&I
                                         Advances

	 	342


	Section
                                         4.08

	Appraisal
                                         Reductions; Collateral Deficiency Amounts

	 	348


	Section
                                         4.09

	[Reserved.]

	 	352


	Section
                                         4.10

	Secure
                                         Data Room

	 	352


	 

	 

	 	 


	ARTICLE
                                         V



	 

	 

	 	 


	THE
                                         CERTIFICATES

	 	353


	 

	 

	 	 


	Section
                                         5.01

	The
                                         Certificates

	 	353


	Section
                                         5.02

	Registration,
                                         Transfer and Exchange of Certificates

	 	358


	Section
                                         5.03

	Mutilated,
                                         Destroyed, Lost or Stolen Certificates

	 	370


	Section
                                         5.04

	Appointment
                                         of Paying Agent

	 	371


	Section
                                         5.05

	Access
                                         to Certificateholders’ Names and Addresses; Special Notices

	 	371


	Section
                                         5.06

	Actions
                                         of Certificateholders

	 	372


	Section
                                         5.07

	Rule
                                         144A Information

	 	372


	Section
                                         5.08

	Voting
                                         Procedures

	 	373


	 

	 

	 	 


	ARTICLE
                                         VI



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



	DIRECTING
                                         HOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE



	OPERATING
                                         ADVISOR AND THE ASSET REPRESENTATIONS REVIEWER

	 	374


	 

	 

	 	 


	Section
                                         6.01

	Liability
                                         of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and
                                         the Asset Representations Reviewer

	 	374


	Section
                                         6.02

	Merger
                                         or Consolidation of the Master Servicer, the Special Servicer, the Depositor, the Asset
                                         Representations Reviewer or the Operating Advisor

	 	374


	Section
                                         6.03

	Limitation
                                         on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating
                                         Advisor, the Asset Representations Reviewer and Others

	 	376


	Section
                                         6.04

	Limitation
                                         on Resignation of the Master Servicer, the Special Servicer and the Operating Advisor;
                                         Termination of the Master Servicer, the Special Servicer and the Operating Advisor

	 	378





 

    -iii- 


     


     



	Section
                                         6.05

	Rights
                                         of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer

	 	380


	Section
                                         6.06

	The
                                         Master Servicer or Special Servicer as Owners of a Certificate

	 	381


	Section
                                         6.07

	The
                                         Directing Holder, the Operating Advisor and the Risk Retention Consultation Parties

	 	382


	Section
                                         6.08

	Rights
                                         of Non-Directing Holders

	 	388


	 

	 

	 	 


	ARTICLE
                                         VII



	 

	 

	 	 


	SERVICER
                                         AND OPERATING ADVISOR TERMINATION

	 	389


	 

	 

	 	 


	Section
                                         7.01

	Servicer
                                         Termination Events

	 	389


	Section
                                         7.02

	Trustee
                                         to Act; Appointment of Successor

	 	397


	Section
                                         7.03

	Notification
                                         to Certificateholders and Other Persons

	 	399


	Section
                                         7.04

	Other
                                         Remedies of Trustee

	 	399


	Section
                                         7.05

	Waiver
                                         of Past Servicer Termination Events and Operating Advisor Termination Events; Termination

	 	400


	Section
                                         7.06

	Trustee
                                         as Maker of Advances

	 	400


	Section
                                         7.07

	Termination
                                         of the Operating Advisor

	 	401


	 

	 

	 	 


	ARTICLE
                                         VIII



	 

	 

	 	 


	CONCERNING
                                         THE TRUSTEE AND CERTIFICATE ADMINISTRATOR

	 	404


	 

	 

	 	 


	Section
                                         8.01

	Duties
                                         of Trustee and Certificate Administrator

	 	404


	Section
                                         8.02

	Certain
                                         Matters Affecting the Trustee and the Certificate Administrator

	 	407


	Section
                                         8.03

	Trustee
                                         and Certificate Administrator Not Liable for Certificates or Mortgage Loans

	 	410


	Section
                                         8.04

	Trustee
                                         and Certificate Administrator May Own Certificates

	 	411


	Section
                                         8.05

	Payment
                                         of Trustee’s and Certificate Administrator’s
                                         Fees and Expenses; Indemnification

	 	412


	Section
                                         8.06

	Eligibility
                                         Requirements for Trustee and Certificate Administrator

	 	415


	Section
                                         8.07

	Resignation
                                         and Removal of Trustee and Certificate Administrator

	 	416


	Section
                                         8.08

	Successor
                                         Trustee and Certificate Administrator

	 	418


	Section
                                         8.09

	Merger
                                         or Consolidation of Trustee or Certificate Administrator

	 	419


	Section
                                         8.10

	Appointment
                                         of Co-Trustee or Separate Trustee

	 	419


	 

	 

	 	 


	ARTICLE
                                         IX



	 

	 

	 	 


	TERMINATION

	 	421


	 

	 

	 	 


	Section
                                         9.01

	Termination

	 	421





 

    -iv- 


     


     


	ARTICLE
                                         X



	 

	 

	 	 


	EXCHANGE
                                         ACT REPORTING AND REGULATION AB COMPLIANCE

	 	425


	 

	 

	 	 


	Section
                                         10.01

	Intent
                                         of the Parties; Reasonableness

	 	425


	Section
                                         10.02

	Notification
                                         Requirements and Deliveries in Connection with securitization of a Serviced Companion
                                         Loan

	 	426


	Section
                                         10.03

	Information
                                         to be Provided by the Master Servicer and the Special Servicer

	 	428


	Section
                                         10.04

	Information
                                         to be Provided by the Trustee

	 	429


	Section
                                         10.05

	Filing
                                         Obligations

	 	430


	Section
                                         10.06

	Form
                                         10-D and Form ABS-EE Filings

	 	431


	Section
                                         10.07

	Form
                                         10-K Filings

	 	436


	Section
                                         10.08

	Sarbanes-Oxley
                                         Certification

	 	439


	Section
                                         10.09

	Form
                                         8-K Filings

	 	440


	Section
                                         10.10

	Suspension
                                         of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act
                                         Reports

	 	442


	Section
                                         10.11

	Annual
                                         Compliance Statements

	 	443


	Section
                                         10.12

	Annual
                                         Reports on Assessment of Compliance with Servicing Criteria

	 	444


	Section
                                         10.13

	Annual
                                         Independent Public Accountants’ Servicing Report

	 	447


	Section
                                         10.14

	Exchange
                                         Act Reporting Indemnification

	 	448


	Section
                                         10.15

	Amendments

	 	451


	Section
                                         10.16

	Exchange
                                         Act Report Signatures; Delivery of Notices

	 	451


	Section
                                         10.17

	Termination
                                         of the Certificate Administrator

	 	452


	 

	 

	 	 


	ARTICLE
                                         XI



	 

	 

	 	 


	THE
                                         ASSET REPRESENTATIONS REVIEWER

	 	453


	 

	 

	 	 


	Section
                                         11.01

	Asset
                                         Review

	 	453


	Section
                                         11.02

	Payment
                                         of Asset Representations Reviewer Asset Review Fees and Expenses; Limitation of Liability

	 	459


	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

	 	464


	 

	 

	 	 


	Section
                                         12.01

	Counterparts

	 	464


	Section
                                         12.02

	Limitation
                                         on Rights of Certificateholders

	 	464


	Section
                                         12.03

	Governing
                                         Law

	 	465


	Section
                                         12.04

	Waiver
                                         of Jury Trial; Consent to Jurisdiction

	 	465


	Section
                                         12.05

	Notices

	 	466


	Section
                                         12.06

	Severability
                                         of Provisions

	 	474






 

    -v- 


     


     



	Section
                                         12.07

	Notice
                                         to the Depositor and Each Rating Agency

	 	474


	Section
                                         12.08

	Amendment

	 	476


	Section
                                         12.09

	Confirmation
                                         of Intent

	 	481


	Section
                                         12.10

	No
                                         Intended Third-Party Beneficiaries

	 	482


	Section
                                         12.11

	Entire
                                         Agreement

	 	482


	Section
                                         12.12

	Third
                                         Party Beneficiaries

	 	482


	 

	 

	 	 





 

    -vi- 


     


     



	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-SB Certificate


	Exhibit
                                         A-4

	Form
                                         of Class A-3 Certificate


	Exhibit
                                         A-5

	Form
                                         of Class A-4 Certificate


	Exhibit
                                         A-6

	Form
                                         of Class A-M Certificate


	Exhibit
                                         A-7

	Form
                                         of Class B Certificate


	Exhibit
                                         A-8

	Form
                                         of Class C Certificate


	Exhibit
                                         A-9

	Form
                                         of Class D Certificate


	Exhibit
                                         A-10

	Form
                                         of Class E Certificate


	Exhibit
                                         A-11

	Form
                                         of Class F Certificate


	Exhibit
                                         A-12

	Form
                                         of Class G-RR Certificate


	Exhibit
                                         A-13

	Form
                                         of Class H-RR Certificate


	Exhibit
                                         A-14

	Form
                                         of Class X-A Certificate


	Exhibit
                                         A-15

	Form
                                         of Class X-B Certificate


	Exhibit
                                         A-16

	Form
                                         of Class X-D Certificate


	Exhibit
                                         A-17

	Form
                                         of Class X-F Certificate


	Exhibit
                                         A-18

	Form
                                         of Class R Certificate


	Exhibit
                                         A-19

	Form
                                         of Class VRR Interest Certificate


	Exhibit
                                         B

	Mortgage
                                         Loan Schedule


	Exhibit
                                         C-1

	Form
                                         of Transferee Affidavit


	Exhibit
                                         C-2

	Form
                                         of Transferor Letter


	Exhibit
                                         C-3

	Form
                                         of Transferee Certificate for Transfers of HRR Certificates


	Exhibit
                                         C-4

	Form
                                         of Transferor Certificate for Transfers of HRR Certificates


	Exhibit
                                         C-5

	Form
                                         of Transferee Certificate for Transfers of the VRR Interest Certificates


	Exhibit
                                         C-6

	Form
                                         of Transferor Certificate for Transfers of the VRR Interest Certificates


	Exhibit
                                         D-1

	Form
                                         of Investment Representation Letter


	Exhibit
                                         D-2

	Form
                                         of ERISA Representation Letter


	Exhibit
                                         E

	Form
                                         of Request for Release


	Exhibit
                                         F

	Securities
                                         Legend


	Exhibit
                                         G

	Form
                                         of Regulation S Transfer Certificate


	Exhibit
                                         H

	Form
                                         of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to
                                         Regulation S Global Certificate during the Restricted Period


	Exhibit
                                         I

	Form
                                         of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to
                                         Regulation S Global Certificate after the Restricted Period


	Exhibit
                                         J

	Form
                                         of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate
                                         to Rule 144A Global Certificate during the Restricted Period


	Exhibit
                                         K

	Form
                                         of Distribution Date Statement


	Exhibit
                                         L-1A

	Form
                                         of Investor Certification for Non-Borrower Party and/or Risk Retention Consultation Party
                                         (for Persons other than the Directing Holder and/or a Controlling Class Certificateholder)


	Exhibit
                                         L-1B

	Form
                                         of Investor Certification for Non-Borrower Party (for the Directing Holder and/or a Controlling
                                         Class Certificateholder)





 

    -vii- 


     


     



	Exhibit
L-1C	Form
of Investor Certification for Borrower Party (for Persons other than the Directing Holder, a Controlling Class Certificateholder
and/or a Risk Retention Consultation Party)
	Exhibit
L-1D	Form
of Investor Certification for Borrower Party (for the Directing Holder and/or a Controlling Class Certificateholder)
	Exhibit
L-1E	Form
of Notice of Excluded Controlling Class Holder
	Exhibit
L-1F	Form
of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit
L-1G	Form
of Certification of the Directing Holder
	Exhibit
L-1H	Form
of Certification of a Risk Retention Consultation Party
	Exhibit
L-2	Form
of Financial Market Publisher Certification
	Exhibit
M	Form
of Notification from Custodian
	Exhibit
N-1	Form
of Closing Date Custodian Certification
	Exhibit
N-2	Form
of Post-Closing Custodian Certification
	Exhibit
O	Form
of Trustee Backup Certification
	Exhibit
P	Form
of Custodian Backup Certification
	Exhibit
Q	Form
of Certificate Administrator Backup Certification
	Exhibit
R	Form
of Operating Advisor Backup Certification
	Exhibit
S	[Reserved]
	Exhibit
T	Form
of Master Servicer Backup Certification
	Exhibit
U	Form
of Special Servicer Backup Certification
	Exhibit
V	Form
of Sub-Servicer Backup Certification
	Exhibit
W	Form
of Sarbanes Oxley Certification
	Exhibit
X	Mortgage
Loan Seller Sub-Servicers
	Exhibit
Y	[Reserved]
	Exhibit
Z	Form
of NRSRO Certification
	Exhibit
AA-1	Form
of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit
AA-2	Form
of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit
BB	Form
of Operating Advisor Annual Report
	Exhibit
CC	Additional
Disclosure Notification
	Exhibit
DD-1	Form
of Power of Attorney by Trustee for Master Servicer
	Exhibit
DD-2	Form
of Power of Attorney by Trustee for Special Servicer
	Exhibit
EE	Form
of Non-Serviced Mortgage Loan Notification
	Exhibit
FF	Form
of Companion Loan Noteholder Certification
	Exhibit
GG	[Reserved]
	Exhibit
HH	Form
of Asset Review Report by the Asset Representations Reviewer
	Exhibit
II	Form
of Asset Review Report Summary by the Asset Representations Reviewer
	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 of the Retained Certificates
	Exhibit
NN	[Reserved]
	 	 
	TABLE
OF SCHEDULES
	 	 
	Schedule
I	Directing
Holders



 

    -viii- 


     


     



	Schedule
II	Servicing
Criteria to be Addressed in Assessment of Compliance
	Schedule
III	Class
A-SB Planned Principal Balance Schedule
	Schedule
IV	Additional
Form 10-D Disclosure
	Schedule
V	Additional
Form 10-K Disclosure
	Schedule
VI	Form
8-K Disclosure Information
	Schedule
VII	Initial
Serviced Companion Loan Noteholders
	Schedule
VIII	Contact
Information for the Other 17g-5 Information Provider



Schedule IX Mortgage
Loans With “Performance”, “Earn-Out” or “Holdback” Escrows or Reserves Exceeding 10%
of the Stated Principal Balance of the Mortgage Loan or Whole Loan, as Applicable, as of the Cut-off Date


 

    -ix- 


     


     


Pooling
and Servicing Agreement, dated as of October 1, 2019, between Deutsche Mortgage & Asset Receiving Corporation, 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 Certificate Administrator, Paying Agent and Custodian, Wells Fargo Bank,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer.

 

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.  For income tax purposes
alone, the Trust Fund will consist of the Mortgage Loans, the Lower-Tier REMIC and the Upper-Tier REMIC, all as more fully described
below.

 

LOWER-TIER
REMIC

 

The
Lower-Tier REMIC will hold the Mortgage Loans and certain other related assets subject to this Agreement, and will issue (i) the
Lower-Tier Regular Interests set forth in the table below (the “Lower-Tier Regular Interests”), as classes
of regular interests in the Lower-Tier REMIC and (ii) the Class LTR Interest as the sole class of residual interests in the
Lower-Tier REMIC, which will be evidenced by the Class R Certificates.

 

The
Lower-Tier Regular Interests will be held by the Upper-Tier REMIC.

 

The
following table sets forth the Class designation, initial principal balance or notional amount (as applicable) and initial pass-through
rate of each Class of Lower-Tier  Regular Interest and its “Corresponding Upper-Tier Regular Interest”: 

 

	Lower-Tier
                                         Regular 
Interests
                                         / (Corresponding 
Upper-Tier Regular 
Interests)

	 

	Initial
                                         Principal Balance or 
Notional
                                         Amount

	 

	Pass-Through
                                         Rate


	Class
                                         LA-1 / (A-1)

	 

	$14,591,000

	 

	 

	(1)


	Class
                                         LA-2 / (A-2)

	 

	$104,583,000

	 

	 

	(1)


	Class
                                         LA-SB / (A-SB)

	 

	$26,919,000

	 

	 

	(1)


	Class
                                         LA-3 / (A-3)

	 

	$220,000,000

	 

	 

	(1)


	Class
                                         LA-4 / (A-4)

	 

	$277,705,000

	 

	 

	(1)


	Class
                                         LA-M / (A-M)

	 

	$75,877,000

	 

	 

	(1)


	Class
                                         LB / (B)

	 

	$39,087,000

	 

	 

	(1)


	Class
                                         LC / (C)

	 

	$43,687,000

	 

	 

	(1)


	Class
                                         LD / (D)

	 

	$26,441,000

	 

	 

	(1)


	Class
                                         LE / (E)

	 

	$21,844,000

	 

	 

	(1)


	Class
                                         LF / (F)

	 

	$22,992,000

	 

	 

	(1)


	Class
                                         LGRR / (G-RR)

	 

	$9,198,000

	 

	 

	(1)


	Class
                                         LHRR / (H-RR)

	 

	$36,788,563

	 

	 

	(1)


	LVRR/
                                         (VRR)

	 

	$32,000,000

	 

	 

	(1)




 




     -1-


     


     

	Lower-Tier
                                         Regular 
Interests
                                         / (Corresponding 
Upper-Tier
                                         Regular 
Interests)

	 

	Initial
                                         Principal Balance or 
Notional
                                         Amount

	 

	Pass-Through
                                         Rate


	 LTR

	 

	(2)

	 

	(2)




 



	(1)

	The
                 pass-through rate for this Class of Lower-Tier Regular Interest is equal to the WAC Rate.

                  





	(2)

	The
                 Class LTR is the sole class of residual interest in the Lower-Tier REMIC.  It is not entitled to any principal
                 or interest.




 

UPPER-TIER
REMIC

 

The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests and certain other related assets subject to this Agreement and will
issue (i) the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B,
Class X-D, Class X-F, Class A-M, Class B, Class C, Class D, Class E, Class F, Class G-RR,
Class H-RR and VRR Interest REMIC regular interests, which are designated as classes of regular interests in the Upper-Tier
REMIC and represented by Certificates having the same designation (the “Certificated Upper-Tier Regular Interests”),
and (ii) the Class UTR Interest as the sole class of residual interests in the Upper-Tier REMIC, which will be evidenced
by the Class R Certificates.

 

The
following table sets forth the Class designation, initial principal balance or initial Notional Amount (as applicable), and initial
Pass-Through Rate of each Class of Upper-Tier Regular Interests.

 

	Upper-Tier
                                         Regular Interests 
Represented by Certificates 

	 

	Initial
                                         Principal Balance or 
Notional Amount

	 

	Initial
                                         Pass-
Through Rate 


	Class A-1

	 

	$14,591,000

	 

	2.114%


	Class A-2

	 

	$104,583,000

	 

	2.889%


	Class A-SB

	 

	$26,919,000

	 

	2.888%


	Class A-3

	 

	$220,000,000

	 

	2.701%


	Class A-4

	 

	$277,705,000

	 

	2.952%


	Class X-A

	 

	$719,675,000(5)

	 

	1.269%(1)


	Class X-B

	 

	$82,774,000(5)

	 

	0.539%(2)


	Class X-D

	 

	$48,285,000(5)

	 

	1.640%(3)


	Class X-F

	 

	$22,992,000(5)

	 

	1.140%(4)


	Class A-M

	 

	$75,877,000

	 

	3.183%


	Class B

	 

	$39,087,000

	 

	3.335%


	Class C

	 

	$43,687,000

	 

	3.839%


	Class D

	 

	$26,441,000

	 

	2.500%


	Class E

	 

	$21,844,000

	 

	2.500%


	Class F

	 

	$22,992,000

	 

	3.000%


	Class G-RR

	 

	$9,198,000

	 

	4.140%


	Class H-RR

	 

	$36,788,563

	 

	4.140%


	VRR
                                Interest

	 

	$32,000,000

	 

	4.140%


	 	 	 	 	 
	Upper-Tier
                                         Regular Interests 

                                         Not Represented by 

                                         Certificates 

	 

	 

	 

	 


	  Class
                                UTR(6)

	 

	 

	 

	 


	 	 	 	 	 




	(1)

	The
                 regular interest represented by this certificate is entitled to a specified portion of the interest payable on
                 each of the Class LA-1, Class LA-2, Class LA-SB, Class LA-3, Class LA-4 and Class LA-M Lower-Tier 







     -2-


     


     

Regular
Interests equal to the excess of the WAC Rate over the interest payable on the Corresponding Upper-Tier Regular Interest as identified
on the table for the Lower-Tier REMIC.

 

	(2)

	The
regular interest represented by this certificate is entitled to a specified portion of the interest payable on each of the Class
LB and Class LC Lower-Tier Regular Interests equal to the excess of the WAC Rate over the interest payable on the Corresponding
Upper-Tier Regular Interest as identified on the table for the Lower-Tier REMIC.




 

	(3)

	The
regular interest represented by this certificate is entitled to a specified portion of the interest payable on the each of the
Class LD and Class LE Lower-Tier Regular Interests equal to the excess of the WAC Rate over the interest payable on the Corresponding
Upper-Tier Regular Interest as identified on the table for the Lower-Tier REMIC. 




 

	(4)

	The
regular interest represented by this certificate is entitled to a specified portion of the interest payable on the Class LF Lower-Tier
Regular Interest equal to the excess of the WAC Rate over the interest payable on the Corresponding Upper-Tier Regular Interest
as identified on the table for the Lower-Tier REMIC.




 

	(5)

	Notional
Amount.




 

	(6)

	The
Class UTR Interest is the sole class of residual interest in the Upper-Tier REMIC.  It is not entitled to distributions of
principal or interest.




 

The
Class X-A, Class X-B, Class X-D, Class X-F and Class R Certificates do not have Certificate Balances.  Additionally,
the Class R Certificates do not have a Notional Amount.  The Certificate Balance of any Class of Principal Balance Certificates
and the Class VRR Interest Certificates outstanding at any time represents the maximum amount which holders thereof are entitled
to receive as distributions allocable to principal from the cash flow on the Mortgage Loans and the other assets in the Trust
Fund and the other assets in the Trust Fund; provided that if amounts previously allocated as Realized Losses or VRR Realized
Losses, as applicable, to a Class of Certificates in reduction of the Certificate Balance thereof are subsequently recovered (including
without limitation after the reduction of the Certificate Balance of such Class to zero), such Class may receive distributions
in respect of such recoveries in accordance with the priorities set forth in Section 4.01 of this Agreement.

 

On
the Closing Date, the Depositor is selling, assigning and transferring and otherwise conveying to (i) DBNY, $10,437,129 initial
Certificate Balance of the VRR Interest in the form of Class VRR Interest Certificates (which assignment, transfer and conveyance
shall, solely for purposes of satisfying the requirements of Section 3(a) and Section 4(a)(3) of the Risk Retention Rule, be deemed
assigned, transferred and conveyed from the Depositor to GACC and from GACC to DBNY), (ii) JPMCB, $12,235,552 initial Certificate
Balance of the VRR Interest in the form of Class VRR Interest Certificates (which assignment, transfer and conveyance shall, solely
for purposes of satisfying the requirements of Section 11(a)(1) of the Risk Retention Rule, be deemed assigned, transferred and
conveyed from the Depositor to GACC and from GACC to JPMCB) and (iii) CREFI, $9,327,319 initial Certificate Balance of the VRR
Interest in the form of Class VRR Interest Certificates (which assignment, transfer and conveyance shall, solely for purposes
of satisfying the requirements of Section 11(a)(1) of the Risk Retention Rule, be deemed assigned, transferred and conveyed from
the Depositor to GACC and from GACC to CREFI).

 

The
portion of the VRR Interest (or Class VRR Interest Certificates) that DBNY is so purchasing from the Depositor on the Closing
Date is referred to in this Agreement as the “VRR1 Interest”.  The portion of the VRR Interest (or Class VRR
Interest Certificates) that JPMCB is so purchasing from the Depositor on the Closing Date is referred to in this Agreement 

 


     -3-


     


    
 


as
the “VRR2 Interest”. The portion of the VRR Interest (or Class VRR Interest Certificates) that CREFI is so purchasing
from the Depositor on the Closing Date is referred to in this Agreement as the “VRR3 Interest”.

 

To
the fullest extent permitted by law, any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement
shall be resolved in a manner that preserves the validity and intended tax treatment of the Trust REMICs and causes the maximum
amounts to be paid with respect to the holders of the REMIC Regular Interests.




     -4-


     


     

 


WHOLE
LOANS

 

	Loan
                                         
No.

	Whole
                                         Loan

	Type

	Non-Serviced
                                         
PSA/TSA

	Companion
                                         Loan 
Name

	Companion
                                         Loan 
Type


	1

	Sunset
                                         North

	Serviced

	N/A

	Note
                                         A-2

	Pari
                                         Passu


	Note
                                         A-3

	Pari
                                         Passu


	3

	Osborn
                                         Triangle

	Non-Serviced

	JPMCC
                                         2019-OSB

	Note
                                         A-1

	Pari
                                         Passu


	Note
                                         A-2

	Pari
                                         Passu


	Note
                                         A-4

	Pari
                                         Passu


	Note
                                         A-5-1

	Pari
                                         Passu


	Note
                                         A-6-1

                                         Note A-6-2

                                         Note B

	Pari
                                         Passu

                                         Pari Passu

                                         Subordinate


	4

	Grand
                                         Canal Shoppes

	Non-Serviced

	MSC
                                         2019-H7

	Note
                                         A-1-1

	Pari
                                         Passu


	Note
                                         A-1-2

	Pari
                                         Passu


	Note
                                         A-1-3

	Pari
                                         Passu


	Note
                                         A-1-4

	Pari
                                         Passu


	Note
                                         A-1-5

	Pari
                                         Passu


	Note
                                         A-1-6

	Pari
                                         Passu


	Note
                                         A-1-7

	Pari
                                         Passu


	Note
                                         A-1-8

	Pari
                                         Passu


	Note
                                         A-2-1

	Pari
                                         Passu


	Note
                                         A-2-2

	Pari
                                         Passu


	Note
                                         A-2-3

	Pari
                                         Passu


	Note
                                         A-2-4

	Pari
                                         Passu


	Note
                                         A-2-5

	Pari
                                         Passu


	Note
                                         A-3-1

	Pari
                                         Passu


	Note
                                         A-3-3

	Pari
                                         Passu


	Note
                                         A-3-4

	Pari
                                         Passu


	Note
                                         A-3-5

	Pari
                                         Passu


	Note
                                         A-4-1

	Pari
                                         Passu


	Note
                                         A-4-2

	Pari
                                         Passu


	Note
                                         A-4-3

	Pari
                                         Passu


	Note
                                         A-4-4

	Pari
                                         Passu


	Note
                                         A-4-5

	Pari
                                         Passu


	Note
                                         B

	Subordinate


	5

	Rivertowne
                                         Commons

	Serviced

	N/A

	Note
                                         A-2

	Pari
                                         Passu


	6

	900
                                         & 990 Stewart Avenue

	Serviced

	N/A

	Note
                                         A-2

	Pari
                                         Passu


	7

	City
                                         Hyde Park

	Serviced

	N/A

	Note
                                         A-2

	Pari
                                         Passu


	Note
                                         A-3

	Pari
                                         Passu


	9

	Wind
                                         Creek Leased Fee

	Serviced

	N/A

	Note
                                         A-1

	Pari
                                         Passu


	Note
                                         A-2

	Pari
                                         Passu


	Note
                                         A-3

	Pari
                                         Passu


	Note
                                         A-5-1

	Pari
                                         Passu


	10

	30
                                         Hudson Yards

	Non-Serviced

	Hudson
                                         Yards 2019-30HY

	Note
                                         A-1-S1

	Pari
                                         Passu


	Note
                                         A-1-S2

	Pari
                                         Passu


	Note
                                         A-1-S3

	Pari
                                         Passu


	Note
                                         A-1-C1

	Pari
                                         Passu


	Note
                                         A-1-C2

	Pari
                                         Passu


	Note
                                         A-1-C3

	Pari
                                         Passu


	Note
                                         A-1-C4

	Pari
                                         Passu


	Note
                                         A-1-C5

	Pari
                                         Passu


	Note
                                         A-1-C6

	Pari
                                         Passu


	Note
                                         A-1-C8

	Pari
                                         Passu


	Note
                                         A-1-C9

	Pari
                                         Passu


	Note
                                         A-1-C10

	Pari
                                         Passu


	Note
                                         A-2-S1

	Pari
                                         Passu


	Note
                                         A-2-S2

	Pari
                                         Passu


	Note
                                         A-2-S3

	Pari
                                         Passu


	Note
                                         A-2-C1

	Pari
                                         Passu


	Note
                                         A-2-C2

	Pari
                                         Passu


	Note
                                         A-2-C3

	Pari
                                         Passu


	Note
                                         A-2-C4

	Pari
                                         Passu


	Note
                                         A-2-C5

	Pari
                                         Passu


	Note
                                         A-3-S1

	Pari
                                         Passu


	Note
                                         A-3-S2

	Pari
                                         Passu


	Note
                                         A-3-S3

	Pari
                                         Passu


	Note
                                         A-3-C1

	Pari
                                         Passu


	Note
                                         A-3-C2

	Pari
                                         Passu


	Note
                                         A-3-C3

	Pari
                                         Passu


	Note
                                         A-3-C4

	Pari
                                         Passu


	Note
                                         A-3-C5

	Pari
                                         Passu


	Note
                                         B-1

	Subordinate


	Note
                                         B-2

	Subordinate


	Note
                                         B-3

	Subordinate




 




     -5-


     


     

	11

	Beverly
                                         Hills BMW

	Serviced

	N/A

	Note
                                         A-2

	Pari
                                         Passu


	12

	3
                                         Columbus Circle

	Non-Serviced

	Benchmark
                                         2019-B10

	Note
                                         A-1-1

	Pari
                                         Passu


	Note
                                         A-1-2-A

	Pari
                                         Passu


	Note
                                         A-1-2-B

	Pari
                                         Passu


	Note
                                         A-1-3

	Pari
                                         Passu


	Note
                                         A-1-4-A

	Pari
                                         Passu


	Note
                                         A-1-5

	Pari
                                         Passu


	Note
                                         A-1-6

	Pari
                                         Passu


	Note
                                         A-1-7

	Pari
                                         Passu


	Note
                                         A-2-1

	Pari
                                         Passu


	Note
                                         A-2-2

	Pari
                                         Passu


	Note
                                         A-2-3

	Pari
                                         Passu


	Note
                                         A-2-4

	Pari
                                         Passu


	Note
                                         A-2-5-A

	Pari
                                         Passu


	Note
                                         A-2-5-B

	Pari
                                         Passu


	Note
                                         B-1

	Subordinate


	Note
                                         B-2

	Subordinate


	14

	Woodlands
                                         Mall

	Non-Serviced

	Benchmark
                                         2019-B12

	Note
                                         A-1-1

	Pari
                                         Passu


	Note
                                         A-1-2

	Pari
                                         Passu


	Note
                                         A-2

	Pari
                                         Passu


	Note
                                         A-3

	Pari
                                         Passu


	Note
                                         A-4-1

	Pari
                                         Passu


	Note
                                         A-5

	Pari
                                         Passu


	Note
                                         A-6

	Pari
                                         Passu


	Note
                                         A-7

	Pari
                                         Passu


	Note
                                         B

	Subordinate


	15

	Northpoint
                                         Tower

	Non-Serviced

	GSMS
                                         2019-GC42

	Note
                                         A-1

	Pari
                                         Passu


	Note
                                         A-2-2

	Pari
                                         Passu


	Note
                                         A-2-3

	Pari
                                         Passu






	(1)

	The
                                    subject Whole Loans will be serviced under this Agreement until the related Servicing Shift
                                    Securitization Date for the related Servicing Shift Lead Note, after which the subject Whole
                                    Loan will be serviced pursuant to the pooling and servicing agreement for the securitization
                                    of such Servicing Shift Lead Note.




 




In
consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and the other parties hereto hereby 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.

 

“8-K
Filing Deadline”:  As defined in Section 10.09 of this Agreement.

 

“10-K
Filing Deadline”:  As defined in Section 10.07 of this Agreement.

 

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

 

“17g-5
Information Provider’s Website”: The internet website of the 17g-5 Information Provider, initially located at
“www.ctslink.com”, under the “NRSRO” tab or other applicable tab of the respective transaction,
access to which is limited to the Depositor and to NRSROs who have provided an NRSRO Certification to the 17g-5 Information Provider.

 

“AB
Modified Loan” Any Corrected Mortgage Loan (1) that became a Corrected Mortgage Loan (which includes for purposes of
this definition any Non-Serviced Mortgage Loan 

 


     -6-


     


     

that
became a “corrected loan” (or any term substantially similar thereto) pursuant to the related Other Pooling and 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.

 

“Acceptable
Insurance Default”:  With respect to any Serviced Mortgage Loan and any related Serviced Companion Loan, any Default
arising by reason of the failure of the related Borrower to maintain standard extended coverage casualty insurance or other insurance
that covers acts of terrorism, as to which the Master Servicer or the Special Servicer, as applicable, has determined, in accordance
with the Servicing Standard (and (i) unless a Control Termination Event has occurred and is continuing, with the consent
of the Directing Holder (or, if a Control Termination Event has occurred and is continuing, but prior to the occurrence and continuance
of a Consultation Termination Event, after consulting with the Directing Holder as provided in Section 6.07)
and (ii) with respect to any Specially Serviced Loan, after non-binding consultation with the Risk Retention Consultation Parties
pursuant to Section 6.07 (and, in either case, other than with respect to any Mortgage
Loan that is an Excluded Loan as to any such party)), that either (x) such insurance is not available at commercially reasonable
rates and the subject hazards are not at the time commonly insured against for properties similar to the Mortgaged Property and
located in or around the geographic region in which such Mortgaged Property is located (but only by reference to such insurance
that has been obtained by such owners at current market rates), or (y) such insurance is not available at any rate; provided that the Directing Holder and the Risk Retention Consultation Parties, as applicable, will not have more than 30 days
to respond to the Master Servicer’s or the Special Servicer’s, as applicable, request for such consent or consultation,
as applicable; provided, further, that upon the Master Servicer’s or the Special Servicer’s, as applicable,
determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Master Servicer or the Special
Servicer, as applicable, to consult with the Directing Holder or the Risk Retention Consultation Parties, as applicable, the Master
Servicer or the Special Servicer, as applicable, will not be required to do so.  In making this determination, the Master
Servicer, to the extent consistent with the Servicing Standard, may rely on the opinion of an insurance consultant.

 

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

 

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

 

“Actual/360
Basis”:  The accrual of interest calculated on the basis of the actual number of days elapsed during any calendar
month (or other applicable accrual period) in a year assumed to consist of 360 days.

 

“Actual/360
Loans”:  The Mortgage Loans indicated as such in the Mortgage Loan Schedule and any related Serviced Companion
Loan.

 


     -7-


     


     

“Additional
Form 10-D Disclosure”:  As defined in Section 10.06 of this Agreement.

 

“Additional
Form 10-K Disclosure”:  As defined in Section 10.07 of this Agreement.

 

“Additional
Servicer”:  Each Affiliate of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Mortgage Loan Sellers or the Underwriters (other than an Affiliate of any such party acting in the capacity of a Mortgage
Loan Seller Sub-Servicer), that Services any of the Mortgage Loans, and each Person, other than the Special Servicer, who is not
an Affiliate of any of the Master Servicer, the Certificate Administrator, the Trustee, the Mortgage Loan Sellers or the Underwriters,
who Services 10% or more of the Mortgage Loans (based on their Stated Principal Balance).

 

“Additional
Trust Fund Expense”:  Any expense incurred with respect to the Trust Fund and not otherwise included in the calculation
of a Realized Loss and VRR Realized Loss, as applicable, that would result in the Holders of Regular Certificates receiving less
than the full amount of principal and/or the Interest Accrual Amount to which they are entitled on any Distribution Date.

 

“Administrative
Cost Rate”:  As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal
to the sum of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate and the CREFC®
Intellectual Property Royalty License Fee Rate.  For the avoidance of doubt, the Administrative Cost Rate includes
any related Non-Serviced Mortgage Loan Primary Servicing Fee Rate.

 

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

 

“Advance
Interest Amount”:  Interest at the Reimbursement Rate on the aggregate amount of P&I Advances and Servicing
Advances for which the Master Servicer or the Trustee, as applicable, has not been reimbursed for the number of days from the
date on which such Advance was made to the date of payment or reimbursement of the related Advance or other such amount, less
any amount of interest previously paid on such Advance; provided that if, during any Collection Period in which an Advance
was made, the related Borrower makes payment of an amount in respect of which such Advance was made with interest at the Default
Rate, the Advance Interest Amount payable to the Master Servicer or the Trustee shall be paid first, from the amount of
Default Interest on the related Mortgage Loan (or Whole Loan, with respect to Servicing Advances) actually paid by such Borrower,
second, from late payment fees on the related Mortgage Loan (or Whole Loan, with respect to Servicing Advances) actually
paid by the related Borrower, and third, upon determining in accordance with the Servicing Standard that such Advance Interest
Amount is not recoverable from the amounts described in first or second, from other amounts on deposit in the Collection
Account or the Serviced Whole Loan Collection Account, as applicable.

 

“Adverse
REMIC Event”:  Any action, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause
any Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust
Fund 

 


     -8-


     


     

(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”).

 

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

 

“Affiliate
Ethical Wall”:  Reasonable policies and procedures to be maintained by an Affiliate of the Depositor, the Master
Servicer, any Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the
Trustee, as applicable, taking into account the nature of its business, to ensure (1) that such Affiliate will not use Confidential
Information received from the Depositor, the Master Servicer, such Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or the Trustee, as applicable, in a manner that violates any applicable law including,
but not limited to, any securities laws and (2) that such Affiliate will not provide to the Depositor, the Master Servicer,
such Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee,
as applicable, information regarding its decisions relating to Investments in the Certificates from such Affiliate.  Under
such policies and procedures maintained by such Affiliate, (i) policies and procedures restricting the flow of information
exist, and shall be maintained by such Affiliate, between such Affiliate, on the one hand and the Depositor, the Master Servicer,
such Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee,
as applicable, on the other; (ii) such policies and procedures restricting the flow of information operate in both directions
so as to include (a) policies and procedures against the disclosure of Confidential Information from the Depositor, the Master
Servicer, such Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the
Trustee, as applicable, to such Affiliate, except as such disclosure is expressly allowed under this Agreement in such affiliate’s
capacity as a Controlling Class Certificateholder or a Directing Holder or otherwise and (b) policies and procedures
restricting the disclosure by such Affiliate of information regarding its decisions relating to Investments in Certificates to
the Depositor, the Master Servicer, such Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Trustee, as applicable; (iii) the senior management personnel of such Affiliate who have obtained Confidential
Information in the course of their exercise of general managerial responsibilities may not use that information to influence Investment
Decisions with respect to the Certificates, nor may they pass that information to others for use in such activities, to the extent
the use of such Confidential Information violates the securities laws; and (iv) such senior management personnel who have
obtained information regarding Investments in the course of their exercise of general managerial responsibilities may not use
that information to influence servicing recommendations.

 


     -9-


     


     

“Affiliated
Person”:  Any Person (other than a Rating Agency) involved in the organization or operation of the Depositor
or an affiliate, as defined in Rule 405 of the Act, of such Person.

 

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

 

“Agent
Member”:  Members of, or Depository Participants in, the Depository.

 

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

 

(a) 
     the aggregate amount of all cash received on the Mortgage Loans (in the case of any Non-Serviced Mortgage
Loan, only to the extent received by the Trust pursuant to the related Other Pooling and Servicing Agreement and/or the related
Non-Serviced Intercreditor Agreement) (including the portion of Loss of Value Payments deposited into the Collection Account pursuant
to Section 3.06(e) of this Agreement) and any REO Property (including Compensating Interest Payments with respect
to the Mortgage Loans required to be deposited by the Master Servicer pursuant to Section 3.17(b)) on deposit in the
Collection Account (in each case, exclusive of any amount on deposit in the Collection Account that is held for the benefit of
the Companion Loan Noteholders), as of the Master Servicer Remittance Date, exclusive of (without duplication):

 

(i) 
     all Periodic Payments and Balloon Payments paid by the Borrowers that are due on a Due Date (without
regard to grace periods) after the end of the related Collection Period (without regard to grace periods), excluding interest
relating to periods prior to, but due after, the Cut-off Date;

 

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

 

(iii) 
    all amounts in the Collection Account that are due or reimbursable to any Person other than the Certificateholders
pursuant to clauses (ii) through (xv), inclusive, of Section 3.06(a) of this Agreement;

 

(iv) 
    with respect to each Actual/360 Loan and any Distribution Date occurring in (1) each February and (2) any
January occurring in a year that is not a leap year (unless, in either case, such Distribution Date is the final Distribution
Date), the related Withheld Amount to the extent such amounts are on deposit in the Collection Account pursuant to Section 3.05(e) of this Agreement;

 


     -10-


     


     

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

 

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

 

(vii) 
      all Penalty Charges retained in the Collection Account pursuant to Section 3.05(a)(vii) of this
Agreement; and

 

(b)       if and to the extent not already included in clause (a) hereof, the aggregate amount transferred on or before
the applicable Determination Date from the REO Account allocable to the Mortgage Loans to the Collection Account for such Distribution
Date pursuant to Section 3.15(b);

 

(c)       P&I Advances made by the Master Servicer or the Trustee, as applicable, for such Distribution Date (net of the
related Certificate Administrator/Trustee Fee with respect to the Mortgage Loans for which such P&I Advances are made);

 

(d)       with respect to each Actual/360 Loan and for the Distribution Date occurring in each March (or February if the final
Distribution Date occurs in such month), the Withheld Amounts remitted to the Lower-Tier Distribution Account pursuant to Section 3.05(e) of this Agreement; and

 

(e)       the aggregate amount of Gain-on-Sale Proceeds in respect of the Mortgage Loans transferred to the Lower Tier
Distribution Account from the Gain-on-Sale Reserve Account for distribution on the subject Distribution Date pursuant to the first
paragraph of Section 4.01(g).

 

Notwithstanding
the investment of funds held in the Collection Account or the Lower-Tier Distribution Account pursuant to Section 3.07 of this Agreement, for purposes of calculating the 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:

 

(A)         
Nonrecoverable Advances (including any servicing advance with respect to a Non-Serviced Mortgage Loan under the related Other
Pooling and Servicing Agreement reimbursed out of general collections on the Mortgage Loans), with interest on such Nonrecoverable


 


     -11-


     


     

Advances
at the Reimbursement Rate that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which
such principal collections would have otherwise been included in the Aggregate Principal Distribution Amount for such Distribution
Date; and

 

(B)         
Workout Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Mortgage Loans in a period during which
such principal collections would have otherwise been included in the Aggregate Principal Distribution Amount for such Distribution
Date;

 

provided,
further, that, in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections
on the Mortgage Loans are subsequently recovered on the related Mortgage Loan, such recovery will increase the Aggregate Principal
Distribution Amount for the Distribution Date related to the 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.

 

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

 

“Allocated
Loan Amount”:  With respect to each Mortgaged Property, the portion of the principal amount of the related Mortgage
Loan allocated to such Mortgaged Property in the applicable Mortgage, Loan Agreement or the Mortgage Loan Schedule.

 

“A.M.
Best”:  A.M. Best Company, Inc., or its successor in interest.

 

“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
Law”:  As defined in Section 8.02(f) of this Agreement.

 

“Applicable
Procedures”:  As defined in Section 5.02(c)(ii)(A) of this Agreement.

 

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

 

“Appraisal”: 
An appraisal prepared by an Independent MAI appraiser with at least five years’ experience in properties of like kind and
in the same area.

 

“Appraisal
Reduction Amount”:  For any Distribution Date and for any Serviced Mortgage Loan and any related Serviced Companion
Loan as to which any Appraisal Reduction Event has occurred, an amount calculated by the Master Servicer (and, if no Consultation
Termination Event has occurred, in consultation with the Directing Holder, and, if an Operating 

 


     -12-


     


     

Advisor
Consultation Event has occurred and is continuing, in consultation with the Operating Advisor to the extent set forth in Section 6.07 of this Agreement) as of the first Determination Date that is at least 10 Business Days following the later of (i) the
date the Master Servicer receives from the Special Servicer the related Appraisal (and any information reasonably requested by
the Master Servicer from the Special Servicer, to the extent such information is in the possession of the Special Servicer, necessary
to calculate the Appraisal Reduction Amount) or the Special Servicer’s Small Loan Appraisal Estimate (and thereafter by
the first Determination Date following any material change in the amounts set forth in the following equation) and (ii) the
occurrence of such Appraisal Reduction Event equal to the excess, if any, of (a) the Stated Principal Balance of such Mortgage
Loan or the Stated Principal Balance of the applicable Serviced Whole Loan, as the case may be, over (b) the excess of (i) the
sum of: (A) 90% of the appraised value of the related Mortgaged Property as determined (1) by one or more Appraisals obtained
by the Special Servicer with respect to that Mortgage Loan or Serviced Whole Loan with an outstanding principal balance equal
to or in excess of $2,000,000 (the costs of which shall be paid by the Master Servicer as a Servicing Advance), minus such downward
adjustments as the Special Servicer may make (without implying any obligation to do so) based upon its review of the Appraisals
and any other information it deems relevant, or (2) by an internal valuation performed by the Special Servicer with respect to
any Mortgage Loan or Serviced Whole Loan with an outstanding principal balance less than $2,000,000, plus (B) all escrows,
letters of credit and reserves (other than escrows, letters of credit and reserves for taxes and insurance), plus (C) all
insurance and casualty proceeds and condemnation awards that constitute collateral for the related Mortgage Loan or Serviced Whole
Loan (whether paid or then payable by any insurance company or government authority), over (ii) the sum as of the Due Date
occurring in the month of the date of determination of (without duplication) (A) to the extent not previously advanced by
the Master Servicer or the Trustee, all unpaid interest on such Mortgage Loan or Serviced Whole Loan at a per annum rate
equal to the Mortgage Rate (or with respect to the applicable Serviced Whole Loan, the weighted average of the Mortgage Rates
for the related Mortgage Loan and related Serviced Companion Loans) (and any accrued and unpaid interest on any Subordinate Companion
Loan), (B) all unreimbursed Servicing Advances and the principal portion of all unreimbursed P&I Advances, and all unpaid
interest on Advances at the Reimbursement Rate, in respect of such Mortgage Loan or Serviced Whole Loan, (C) any other unpaid
Additional Trust Fund Expenses in respect of such Mortgage Loan or Serviced Whole Loan (but subject to the provisions of Section 1.02(e)),
(D) all currently due and unpaid real estate taxes, ground rents and assessments and insurance premiums (net of any escrows
or reserves therefor) that have not been the subject of an Advance by the Master Servicer or the Trustee, as applicable, and (E) all
other amounts due and unpaid with respect to such Mortgage Loan or Serviced Whole Loan that, if not paid by the related Borrower,
would result in a shortfall in distributions to the Certificateholders, except for Prepayment Premiums and Yield Maintenance Charges
payable due to an acceleration of such Mortgage Loan or Serviced Whole Loan following a default thereunder; provided that,
without limiting the Special Servicer’s obligation to order and obtain such Appraisal, if the Special Servicer has not
obtained an Appraisal, Updated Appraisal or Small Loan Appraisal Estimate, as applicable, referred to above within 60 days
of the Appraisal Reduction Event, the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated
Principal Balance of the related Mortgage Loan or the applicable Serviced Whole Loan until such time as such Updated 




     -13-


     


     

 


Appraisal
or Small Loan Appraisal Estimate referred to above is received and the Appraisal Reduction Amount is recalculated.


 


Notwithstanding
anything herein to the contrary, the aggregate Appraisal Reduction Amount related to a Serviced Mortgage Loan and any related
Serviced Companion Loan or the related REO Property will be reduced to zero as of the date the related Mortgage Loan or Serviced
Whole Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust Fund.  In addition, with respect
to any Serviced Mortgage Loan and any related Serviced Companion Loan as to which an Appraisal Reduction Event has occurred, such
Serviced Mortgage Loan or related Serviced Companion Loan shall no longer be subject to the Appraisal Reduction Amount if (a) such
Serviced Mortgage Loan or Serviced Companion Loan has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred
with respect to the related Mortgage Loan) and (b) no other Appraisal Reduction Event has occurred and is continuing.

 

Each
Serviced Whole Loan will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect
to the mortgage loans and companion loans, as applicable, that comprise such Serviced Whole Loan.  Any Appraisal Reduction
Amount in respect of a Serviced Whole Loan (other than a Serviced Whole Loan with a related Subordinate Companion Loan) with a
Serviced Pari Passu Companion Loan shall be allocated in accordance with the related Intercreditor Agreement or, if no allocation
is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Mortgage Loan and the
related Serviced Pari Passu Companion Loan that is pari passu in right of payment with such Mortgage Loan, if any. 
Any Appraisal Reduction Amount in respect of a Serviced Whole Loan with a related Subordinate Companion Loan shall be allocated
first, to the Subordinate Companion Loan (until its principal balance is notionally reduced to zero by such related Appraisal
Reduction Amounts) and second, in accordance with the related Intercreditor Agreement or, if no allocation is specified
in the related Intercreditor Agreement, then, pro rata, between the related Serviced Mortgage Loan and any related Pari
Passu Companion Loans based upon their respective Stated Principal Balances.

 

For
any Distribution Date and for any Non-Serviced Mortgage Loan as to which an Appraisal Reduction Event has occurred, the Appraisal
Reduction Amount shall be an amount calculated by the applicable servicer in accordance with and pursuant to the terms of the
related Other Pooling and Servicing Agreement.

 

“Appraisal
Reduction Event”:  With respect to any Serviced Mortgage Loan and any related Serviced Companion Loan, the earliest
of (i) the date on which such Serviced Mortgage Loan or Serviced Companion Loan becomes a Modified Mortgage Loan, (ii) the
120th day following the occurrence of any uncured Delinquency in Periodic Payments with respect to such Serviced Mortgage Loan
or Serviced Companion Loan, (iii) the 30th day following the date on which the related Borrower has filed a bankruptcy petition,
the 30th day following the date on which a receiver is appointed and continues in such capacity in respect of a Mortgaged Property
securing such Serviced Mortgage Loan or Serviced Companion Loan or the 60th day following the related Borrower becomes the subject
of involuntary bankruptcy proceedings and such proceedings are not dismissed in respect of a Mortgaged Property securing such
Serviced Mortgage Loan or Serviced Companion Loan, (iv) the date on which the Mortgaged Property 

 


     -14-


     


     

securing
such Serviced Mortgage Loan or Serviced Companion Loan becomes a Serviced REO Property and (v) with respect to a Balloon
Loan, a payment default shall have occurred with respect to the related Balloon Payment; provided, however, that
if (a) the related Borrower is diligently seeking a refinancing or sale of the related Mortgaged Property or Mortgaged Properties
and delivers, on or prior to the related maturity date or extended maturity date, a statement to that effect, and delivers, within
30 days following the related maturity date or extended maturity date, a refinancing commitment, letter of intent or otherwise
binding application for refinancing from an acceptable lender or a signed purchase agreement reasonably acceptable to the Master
Servicer (who shall promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing Holder (but only
if no Consultation Termination Event has occurred and is continuing)), (b) the related Borrower continues to make its Assumed
Scheduled Payment, and (c) no other Appraisal Reduction Event has occurred with respect to such Serviced Mortgage Loan or
Serviced Companion Loan, then an Appraisal Reduction Event will not occur until the earlier of (1) 120 days beyond the
related Maturity Date (or extended maturity date) and (2) the termination of the refinancing commitment.  The Special
Servicer shall notify the Master Servicer promptly upon the occurrence of any of the foregoing events with respect to any Specially
Serviced Loan.

 

“Appraised-Out
Class”:  As defined in Section 4.08(b) of this Agreement.

 

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

 

“ASR
Consultation Process”:  As defined in Section 3.23(e)(x).

 

“Asset-Level
Basis”:  With respect to the Operating Advisor’s evaluation of the Special Servicer’s performance
of its duties with respect to Specially Serviced Loans (and, after the occurrence and during the continuance of an Operating Advisor
Consultation Event, with respect to Major Decisions on non-Specially Serviced Loans and Serviced Companion Loans) under this Agreement,
taking into account the Special Servicer’s specific duties under this Agreement as well as the extent to which those duties
were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor of any assessment
of compliance report, attestation report, Major Decision Reporting Package, Asset Status Report (in each case, after the occurrence
and continuance of an Operating Advisor Consultation Event), Final Asset Status Report and other information, in each case delivered
to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s
Website during the prior calendar year (together with any additional information and material reviewed by the Operating Advisor)
(other than any communications between the Directing Holder and the Special Servicer that would be Privileged Information) pursuant
to this Agreement.

 

“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 appointed as herein provided.

 

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


     -15-


     


     

 


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




 


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

 

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

 

“Asset
Review”: A review of the compliance of each Delinquent Mortgage Loan with certain 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(b)(i).

 

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

 

“Asset
Review Report”:  A report setting forth the results of an Asset Review substantially in the form attached hereto
as Exhibit HH.

 

“Asset
Review Report Summary”: As defined in Section 11.01(b)(viii), a summary report setting forth the conclusions
of an Asset Review Report substantially in the form attached hereto as Exhibit II.

 

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

 

“Asset
Review Trigger”:  Any time that either (1) Mortgage Loans having 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 Loans (or a portion
of any REO Loan in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period are Delinquent
Mortgage Loans or (2)(A) prior to and including the second anniversary of the Closing Date, at least 10 Mortgage Loans are
Delinquent Mortgage Loans as of the end of the applicable Collection Period and the outstanding principal balance of such Delinquent
Mortgage Loans in the aggregate constitutes at least 15.0% of the aggregate outstanding principal balance of all of the Mortgage
Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the Trust as of the end of
the applicable Collection Period, or (B) after the second anniversary of the Closing Date, at least 15 Mortgage Loans are Delinquent
Mortgage Loans as of the end of the applicable Collection Period and the aggregate outstanding principal balance of such Delinquent
Mortgage Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage
Loans (including any REO 

 


     -16-


     


     

Loans)
(or a portion of any REO Loan in the case of a Whole Loan) held by the Trust as of the end of the applicable Collection Period.

 

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

 

“Asset
Status Report”:  As defined in Section 3.23(e) of this Agreement.

 

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

 

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

 

“Assumed
Scheduled Payment”:  For any Collection Period with respect to any Mortgage Loan (including any Non-Serviced Mortgage
Loan) that is delinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of any P&I Advances, the
portion allocable to any related Companion Loan), is an amount equal to the sum of (a) the principal portion of the Periodic
Payment that would have been due on such Mortgage Loan or REO Loan on the related Due Date based on the constant Periodic Payment
or the original amortization schedule of such Mortgage Loan (as calculated with interest at the related Mortgage Rate) (if any),
assuming such Balloon Payment had not become due, after giving effect to any reduction in the principal balance occurring in connection
with a prior modification, a default or a bankruptcy modification (or similar proceeding), and (b) interest on the Stated
Principal Balance of such Mortgage Loan or REO Loan (excluding, for purposes of any P&I Advances, the portion allocable to
any related Companion Loan) at its applicable Mortgage Rate (net of the related Servicing Fee Rate (other than, in the case of
any Non-Serviced Mortgage Loan, the servicing fee rate pursuant to the related Other Pooling and Servicing Agreement)).

 

“Assumption
Fees”:  Any fees (other than assumption application fees) collected by the Master Servicer or the Special Servicer
in connection with an assumption of a Serviced Mortgage Loan or Serviced Companion Loan or related substitution of a Borrower
(or an interest therein) thereunder (in each case, as permitted or set forth in the related Loan Documents or under the provisions
of this Agreement).

 

“Authenticating
Agent”:  Any authenticating agent appointed by the Certificate Administrator pursuant to Section 3.18
of this Agreement.

 

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

 


     -17-


     


     

“Balloon
Loan”:  Any Mortgage Loan or Serviced Whole Loan that requires a payment of principal on the maturity date in excess
of its constant Periodic Payment.

 

“Balloon
Payment”:  With respect to each Balloon Loan, the scheduled payment of principal due on the Maturity Date (less
principal included in the applicable amortization schedule or scheduled Periodic Payment).

 

“Base
Interest Fraction”:  With respect to any Principal Prepayment on any Mortgage Loan and any of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and
Class E Certificates, a fraction (not greater than one) (a) whose numerator is the greater of zero and the amount, if any,
by which (i) the Pass-Through Rate on such Class of Certificates exceeds (ii) the yield rate (as provided by the Master
Servicer) used in calculating the Prepayment Premium or Yield Maintenance Charge, as applicable, with respect to such Principal
Prepayment and (b) whose denominator is the amount, if any, by which (i) the Net Mortgage Rate on such Mortgage Loan
exceeds (ii) the yield rate (as provided by the Master Servicer) used in calculating the Prepayment Premium or Yield Maintenance
Charge, as applicable, with respect to such Principal Prepayment; provided that if such yield rate is greater than or equal
to the Net Mortgage Rate on such Mortgage Loan, then the Base Interest Fraction shall be zero; provided, further,
that if such yield rate is greater than or equal to the Net Mortgage Rate on such Mortgage Loan, but less than the Pass-Through
Rate described in clause (a)(i) above, then the Base Interest Fraction shall be one.

 

To
the extent that the “yield rate” referred to in the immediately preceding paragraph to be provided by the Master Servicer
is not provided in the related Loan Documents, such “yield rate” shall be, when compounded monthly, equivalent to
the yield, on the U.S. Treasury primary issue with a maturity date closest to the Maturity Date for the prepaid Mortgage Loan. 
In the event that there are:  (a) two or more U.S. Treasury issues with the same coupon, the issue with the lower yield
shall be selected and (b) two or more U.S. Treasury issues with maturity dates equally close to the Maturity Date for such
prepaid Mortgage Loan, the issue with the earlier maturity date shall be selected.

 

“Bid
Allocation”:  With respect to the Master Servicer and each Sub-Servicer therefor and the proceeds of any bid pursuant
to Section 7.01(a) of this Agreement, the amount of such proceeds (net of any expenses incurred in connection with
such bid and the transfer of servicing), multiplied by a fraction equal to (a) the Servicing Fee Amount for the Master Servicer
or such Sub-Servicer therefor, as the case may be, as of such date of determination, over (b) the aggregate of the Servicing
Fee Amounts for the Master Servicer and all Sub-Servicers therefor as of such date of determination.

 

“Book-Entry
Certificate” shall mean any Certificate registered in the name of the Depository or its nominee.

 

“Borrower”: 
With respect to any Mortgage Loan, Companion Loan or Serviced Whole Loan, any obligor or obligors on any related Mortgage Note
or Mortgage Notes, including in connection with a Mortgage Loan, Companion Loan or Serviced Whole Loan that utilizes an indemnity
deed of trust (“IDOT”) structure, the borrower and the Mortgaged Property owner / payment guarantor / mortgagor,
individually and collectively, as the context may require.

 


     -18-


     


     

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

 

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

 

“Borrower
Party Affiliate”:  With respect to a borrower, a mortgagor, a manager of a Mortgaged Property or a Restricted Mezzanine
Holder, (a) any other Person controlling or controlled by or under common control with such borrower, mortgagor, manager
or Restricted Mezzanine Holder, as applicable, (b) solely with respect to the 10 largest Mortgage Loans by Stated Principal
Balance, any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, mortgagor
or manager, as applicable, or (c) any other Person owning, directly or indirectly, 25% or more of the beneficial interests
in such Restricted Mezzanine Holder.  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.

 

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

 

“Business
Day”:  Any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in New York, New York or the
principal cities in which the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee or the Certificate Administrator conduct servicing, trust administration or surveillance operations or (iii) a
day on which the Federal Reserve Bank of New York or banking institutions or savings associations in New York, New York, Charlotte,
North Carolina, Cleveland, Ohio, Oakland, California, Kansas City, Missouri, Pittsburgh, Pennsylvania, Overland Park, Kansas,
Minneapolis, Minnesota,  Columbia, Maryland, Bethesda, Maryland, or the principal cities in which the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee or the Certificate Administrator conduct
servicing, trust administration or surveillance operations are authorized or obligated by law or executive order to be closed.

 

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

 

“Cash
Collateral Account”:  With respect to any Mortgage Loan or Serviced Whole Loan that has a Lock-Box Account, any
account or accounts created pursuant to the related Mortgage, Loan Agreement, Cash Collateral Account Agreement or other Loan
Document into which the Lock-Box Account monies are swept on a regular basis for the benefit of the Trustee, on behalf of the
Certificateholders, as successor to the related Mortgage Loan Seller.  Any Cash Collateral Account shall be beneficially
owned for federal income tax 

 


     -19-


     


     

purposes
by the Person who is entitled to receive all reinvestment income or gain thereon in accordance with the terms and provisions of
the related Loan Documents and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income
or gain thereon in accordance with the terms of the related Mortgage Loan or Serviced Whole Loan.  The Master Servicer shall
be permitted to make withdrawals therefrom for deposit into the Collection Account or the applicable Serviced Whole Loan Collection
Account, as applicable.  To the extent not inconsistent with the terms of the related Loan Documents, each such Cash Collateral
Account shall be an Eligible Account.

 

“Cash
Collateral Account Agreement”:  With respect to any Mortgage Loan or Serviced Whole Loan, the cash collateral account
agreement, if any, between the related Originator and the related Borrower, pursuant to which the related Cash Collateral Account,
if any, may have been established.

 

“Certificate”: 
Any Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class X-D,
Class X-F, Class A-M, Class B, Class C, Class D, Class E, Class F, Class G-RR, Class H-RR,
Class R and Class VRR Interest Certificates issued, authenticated and delivered hereunder.

 

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

 

“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/Trustee Fee”:  With respect to each Mortgage Loan and REO Loan and for any Distribution Date, an
amount per Interest Accrual Period equal to the product of (i) the Certificate Administrator/Trustee Fee Rate (adjusted to
a monthly rate) multiplied by (ii) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the immediately
preceding Collection Period (without giving effect to payments of principal on such Mortgage Loan on such Due Date).  The
Certificate Administrator/Trustee Fee shall be calculated in accordance with the provisions of Section 1.02(a) of
this Agreement.  For the avoidance of doubt, the Certificate Administrator/Trustee Fee with respect to each Mortgage Loan
shall be payable from the Lower-Tier REMIC.

 

“Certificate
Administrator/Trustee Fee Rate”:  A rate equal to 0.00788% per annum.

 

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

 

“Certificate
Balance”:  With respect to any Class of Principal Balance Certificates and the Class VRR Interest Certificates,
subject to the next sentence, (a) on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate
Balance of such Class as 

 


     -20-


     


     

specified
in the Preliminary Statement to this Agreement and (b) as of any date of determination after the first Distribution Date, an amount
equal to the Certificate Balance of such Class on the Distribution Date immediately prior to such date of determination less any
distributions allocable to principal and any allocations of Realized Losses or VRR Realized losses, as applicable, made thereon
on such prior Distribution Date. 

 

“Certificate
Custodian”:  Initially, the Certificate Administrator; thereafter, any other Certificate Custodian acceptable to
the Depository and selected by the Certificate Administrator.

 

“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) with respect to such
Classes.  Each of the Trustee, the Certificate Administrator 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 execute an
Investor Certification.

 

“Certificate
Register” and “Certificate Registrar”:  The register maintained and the registrar appointed
pursuant to Section 5.02 of this Agreement.

 

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

 


     -21-


     


     

(i)
the exercise of the Special Servicer’s, the Master Servicer’s or any Mortgage Loan Seller’s rights, if any,
or any of their Affiliates as a member of the Controlling Class or (ii) any Affiliate of the Depositor, the Master Servicer,
any Special Servicer, the Trustee or the Certificate Administrator that has provided an Investor Certification in which it has
certified as to the existence of an Affiliate Ethical Wall between it and the Depositor, the Master Servicer, such Special Servicer,
the Trustee or the Certificate Administrator, as applicable, and any Certificates beneficially owned by such Affiliate shall be
deemed to be outstanding.  The Trustee and the Certificate Administrator shall each be entitled to request and rely upon
a certificate of the Master Servicer, the Special Servicer or the Depositor in determining whether a Certificate is registered
in the name of an Affiliate of such Person.  All references herein to “Holders” or “Certificateholders”
shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository
Participants, except as otherwise specified herein; provided, however, that the parties hereto shall be required
to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered
in the Certificate Register.

 

“Certificateholder
Quorum”:  In connection with any solicitation of votes in connection with the replacement of the Special Servicer
pursuant to Section 3.22(d) of this Agreement or the Asset Representations Reviewer pursuant to Section 11.05(b) of this Agreement, the holders of Principal Balance Certificates evidencing at least 50% of the aggregate Voting Rights (taking
into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates
pursuant to Section 4.08 of this Agreement, except in the case of the termination of the Asset Representations Reviewer
pursuant to Section 11.05(b) of this Agreement) of all Certificates (other than the Class X and Class R Certificates)
on an aggregate basis.

 

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

 

“Certification
Parties”:  As defined in Section 10.08 of this Agreement.

 

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

 

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

 

“Certifying
Servicer”:  As defined in Section 10.11 of this Agreement.

 

“Class”: 
All of the Certificates that collectively bear the same alphabetical or alphanumeric Class designation, each separately designated
Lower-Tier Regular Interest.  For the avoidance of doubt, the VRR Interest shall be a Class.

 

“Class A-1
Certificate”:  Any one of the Certificates with a “Class A-1” designation on the face thereof,
executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially
the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 


     -22-


     


     

“Class A-1
Pass-Through Rate”:  A per annum rate equal to 2.114%.

 

“Class A-2
Certificate”:  Any one of the Certificates with a “Class A-2” designation on the face thereof,
executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially
the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class A-2
Pass-Through Rate”:  A per annum rate equal to 2.889%.

 

“Class A-3
Certificate”:  Any one of the Certificates with a “Class A-3” designation on the face thereof,
executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially
the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class A-3
Pass-Through Rate”:  A per annum rate equal to 2.701%.

 

“Class A-4
Certificate”:  Any one of the Certificates with a “Class A-4” designation on the face thereof,
executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially
the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class A-4
Pass-Through Rate”:  A per annum rate equal to 2.952%.

 

“Class A-M
Certificate”:  Any one of the Certificates with a “Class A-M” designation on the face thereof,
executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially
the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class A-M
Pass-Through Rate”:  A per annum rate equal to 3.183%.

 

“Class A-SB
Certificate”:  Any one of the Certificates with a “Class A-SB” designation on the face thereof,
executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially
the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class A-SB
Pass-Through Rate”:  A per annum rate equal to 2.888%.

 

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

 

“Class B
Certificate”:  Any one of the Certificates with a “Class B” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class B
Pass-Through Rate”:  A per annum rate equal to the lesser of the (i) WAC Rate and (ii) 3.335%.

 


     -23-


     


     

“Class C
Certificate”:  Any one of the Certificates with a “Class C” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class C
Pass-Through Rate”:  A per annum rate equal to the lesser of the (i) WAC Rate and (ii) 3.839%.

 

“Class D
Certificate”:  Any one of the Certificates with a “Class D” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class D
Pass-Through Rate”:  A per annum rate equal to 2.500%.

 

“Class
E Certificate”:  Any one of the Certificates with a “Class E” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class
E Pass-Through Rate”:  A per annum rate equal to the 2.500%.

 

“Class F
Certificate”:  Any one of the Certificates with a “Class F” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class F
Pass-Through Rate”:  A per annum rate equal to 3.000%.

 

“Class G-RR
Certificate”:  Any one of the Certificates with a “Class G-RR” designation on the face thereof,
executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially
the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class G-RR
Pass-Through Rate”:  A per annum rate equal to the WAC Rate.

 

“Class H-RR
Certificate”:  Any one of the Certificates with a “Class H-RR” designation on the face thereof,
executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially
the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class H-RR
Pass-Through Rate”:  A per annum rate equal to the WAC Rate.

 

“Class LA-1
Interest”, “Class LA-2 Interest”, “Class LA-SB Interest”, “Class LA-3
Interest”, “Class LA-4 Interest”, “Class LA-M Interest”, “Class LB
Interest”, “Class LC Interest”, “Class LD Interest”, “Class LE
Interest”, “Class LF Interest”, “Class LGRR Interest”, “Class LHRR
Interest” and “Class LVRR Interest”:  Each, a regular interest in the 

 


     -24-


     


     

Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to Section 4.01 of this Agreement.

 

“Class LTR
Interest”: The sole class of “residual interest” in the Lower-Tier REMIC, which will be represented by the
Class R Certificates.

 

“Class R
Certificate”:  Any one of the Certificates with a “Class R” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.  The Class R
Certificates have no Pass-Through Rate, Certificate Balance or Notional Amount.

 

“Class UTR
Interest”: The sole class of “residual interest” in the Upper-Tier REMIC, which will be represented by the
Class R Certificate.

 

“Class
VRR Interest Certificates”:  Any one of the Certificates executed and authenticated by the Certificate Administrator
or the Authenticating Agent in substantially the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class X
Certificates”:  The Class X-A, Class X-B, Class X-D and Class X-F, collectively.

 

“Class X
Component”:  Each of the Class X-A Components, the Class X-B Component, the Class X-D Components and
the Class X-F Component.

 

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

 

“Class X
Notional Amount”:  The Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional Amount
or the Class X-F Notional Amount, as applicable, and as the context may require.

 

“Class X-A
Certificate”:  Any one of the Certificates with a “Class X-A” designation on the face thereof,
executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially
the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class X-A
Components”:  Each of Component XA-1, Component XA-2, Component XA-SB, Component XA-3, Component XA-4
and Component XA-M.

 

“Class X-A
Notional Amount”:  As of any date of determination, the sum of the then Class X Component Notional Amounts
of all of the Class X-A Components.

 

“Class X-A
Pass-Through Rate”:  With respect to any Distribution Date, the weighted average of the Class X-A Strip Rates
for the respective Class X-A Components for such Distribution Date, weighted on the basis of the respective Class X
Component Notional 

 


     -25-


     


     

Amounts
of such Components outstanding immediately prior to such Distribution Date.  The Class X-A Pass-Through Rate for the
initial Distribution Date is 1.269% per annum.

 

“Class X-A
Strip Rate”:  With respect to any Class of Class X-A Components for any Distribution Date, (i) the WAC
Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates.

 

“Class X-B
Certificate”:  Any one of the Certificates with a “Class X-B” designation on the face thereof,
executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially
the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class X-B
Components”:  Each of Component XB and Component XC.

 

“Class X-B
Notional Amount”:  As of any date of determination, the sum of the then Class X Component Notional Amounts
of the Class X-B Components.

 

“Class X-B
Pass-Through Rate”:  With respect to any Distribution Date, the weighted average of the Class X-B Strip Rates for
the respective Class X-B Components for such Distribution Date, weighted on the basis of the respective Class X Component
Notional Amounts of such Components outstanding immediately prior to such Distribution Date.  The Class X-B Pass-Through
Rate for the initial Distribution Date is 0.539% per annum.

 

“Class X-B
Strip Rate”:  With respect to either Class of Class X-B Components for any Distribution Date, (i) the WAC
Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates.

 

“Class
X-D Certificate”:  Any one of the Certificates with a “Class X-D” designation on the face thereof,
executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially
the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class
X-D Component”:  Each of the Component XD and Component XE.

 

“Class
X-D Notional Amount”:  As of any date of determination, the sum of the then Class X Component Notional Amounts
of the Class X-D Components.

 

“Class
X-D Pass-Through Rate”:  With respect to any Distribution Date, the weighted average of the Class X-D Strip Rates
for the respective Class X-D Components for such Distribution Date, weighted on the basis of the respective Class X
Component Notional Amounts of such Components outstanding immediately prior to such Distribution Date.  The Class X-D Pass-Through
Rate for the initial Distribution Date is 1.640% per annum.

 

“Class
X-D Strip Rate”:  With respect to either Class of Class X-D Components for any Distribution Date, (i) the
WAC Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates.

 


     -26-


     


     

“Class
X-F Certificate”:  Any one of the Certificates with a “Class X-F” designation on the face thereof,
executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially
the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class
X-F Component”:  The Component XF.

 

“Class
X-F Notional Amount”:  As of any date of determination, the then Class X Component Notional Amount of the Class
X-F Component.

 

“Class
X-F Pass-Through Rate”:  With respect to any Distribution Date, the Class X-F Strip Rate for the Class X-F Component
for such Distribution Date.  The Class X-F Pass-Through Rate for the initial Distribution Date is 1.140% per annum.

 

“Class
X-F Strip Rate”:  With respect to the Class X-F Component for any Distribution Date, the (i) the WAC Rate for such
Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates.

 

“Clearstream”: 
Clearstream Banking Luxembourg, a division of Clearstream International, société anonyme.

 

“Closing
Date”:  October 17, 2019.

 

“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 Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent appraised
value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account
in such appraised value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such
determination, any capital or additional collateral contributed by the related Borrower at the time the Mortgage Loan became (and
as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged Properties
(provided that in the case of a Non-Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken into
account solely to the extent relevant information is received by the Master Servicer), plus (z) any other escrows or reserves
(in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified
Loan as of the date of such determination.  The Certificate Administrator shall be entitled to conclusively rely on the Master
Servicer’s calculation or determination of any Collateral Deficiency Amount.

 

“Collection
Account”:  The trust account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a) of this Agreement, which shall be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders of 

 


     -27-


     


     

Deutsche
Mortgage & Asset Receiving Corporation, Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
2019-B13 Collection Account” and which must be an Eligible Account.

 

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

 

“Commission”: 
The Securities and Exchange Commission.

 

“Communication
Request”: As defined in Section 5.05(a) of this Agreement.

 

“Companion
Loan”:  A Serviced Companion Loan or Non-Serviced Companion Loan, as applicable and as the context may require.

 

“Companion
Loan Noteholder”:  A holder of a Companion Loan.

 

“Compensating
Interest Payment”:  An amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect of the Serviced Mortgage Loans
or Serviced Pari Passu Companion Loans (in each case, other than (a) a Non-Serviced Mortgage Loan, (b) a Specially Serviced
Loan or (c) a Mortgage Loan or any related Serviced Companion Loan with respect to which the Special Servicer has waived or amended
the prepayment restrictions such that the related Borrower is not required to prepay on a Due Date or pay interest that would
have accrued on the amount prepaid through and including the last day of the interest accrual period occurring following the date
of such prepayment) for the related Distribution Date, and (ii) the aggregate of (A) the portion of its Master Servicing Fee (calculated
for this purpose at 0.00125% (0.125 basis points per annum)) that is being paid in such Collection Period with respect
to the Mortgage Loans, Serviced Pari Passu Companion Loans or REO Loans serviced by it, (B) all Prepayment Interest Excess received
by the Master Servicer during the related Collection Period on the Mortgage Loans (and, for so long as a Whole Loan is serviced
under this Agreement, any related Pari Passu Companion Loan) and (C) to the extent earned on principal prepayments, net investment
earnings payable to the Master Servicer for such Collection Period received by the Master Servicer during such Collection Period
with respect to the Mortgage Loan or any related Pari Passu Companion Loan, as applicable, subject to such prepayment; provided that if any Prepayment Interest Shortfall occurs with respect to any Mortgage Loan as a result of the Master Servicer’s
failure to enforce the related Loan Documents (a “Prohibited Prepayment”) regarding principal prepayments (other
than in 

 


     -28-


     


     

connection
with (a) a Non-Serviced Mortgage Loan, (b) subsequent to a default under the related Loan Documents (provided that the
Master Servicer reasonably believes that acceptance of such prepayment is consistent with the Servicing Standard) or if the Mortgage
Loan or Serviced Whole Loan is a Specially Serviced Loan, (c) at the request of or with the consent of the Special Servicer or,
so long as a Control Termination Event has not occurred or is not continuing (other than with respect to the Mortgage Loans other
than an Excluded Loan or any Servicing Shift Whole Loan), the Directing Holder, (d) pursuant to applicable law or a court order,
(e) in connection with the payment of Insurance and Condemnation Proceeds unless the Master Servicer did not apply the proceeds
thereof in accordance with the terms of the related Loan Documents and such failure caused the shortfall or (f) a previously Specially
Serviced Loan with respect to which the Special Servicer has waived or amended the prepayment restriction such that the related
Borrower is not required to prepay on a Due Date or pay interest that would have accrued on the amount prepaid through and including
the last day of the interest accrual period occurring following the date of such prepayment), then for purposes of calculating
the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii)
above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan or Serviced Companion Loan, otherwise
described in clause (i) above in connection with such Prohibited Prepayments.  The Master Servicer’s obligation to
pay the Compensating Interest Payment, and the rights of the Certificateholders to offset of the aggregate Prepayment Interest
Shortfalls against those amounts, shall not be cumulative. 

 

“Component
XA-1”:  One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to
the then current Lower-Tier Principal Balance of the Class LA-1 Interest as of any date of determination.

 

“Component
XA-2”:  One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to
the then current Lower-Tier Principal Balance of the Class LA-2 Interest as of any date of determination.

 

“Component
XA-3”:  One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to
the then current Lower-Tier Principal Balance of the Class LA-3 Interest as of any date of determination.

 

“Component
XA-4”:  One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to
the then current Lower-Tier Principal Balance of the Class LA-4 Interest as of any date of determination.

 

“Component
XA-M”:  One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to
the then current Lower-Tier Principal Balance of the Class LA-M Interest as of any date of determination.

 

“Component
XA-SB”:  One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to
the then current Lower-Tier Principal Balance of the Class LA-SB Interest as of any date of determination.

 


     -29-


     


     

“Component
XB”:  The component of the Class X-B Certificates having a Class X Component Notional Amount equal to the then
current Lower-Tier Principal Balance of the Class LB Interest as of any date of determination.

 

“Component
XC”:  The component of the Class X-B Certificates having a Class X Component Notional Amount equal to the then
current Lower-Tier Principal Balance of the Class LC Interest as of any date of determination.

 

“Component
XD”:  The component of the Class X-D Certificates having a Class X Component Notional Amount equal to the then
current Lower-Tier Principal Balance of the Class LD Interest as of any date of determination.

 

“Component
XE”:  The component of the Class X-D Certificates having a Class X Component Notional Amount equal to the then
current Lower-Tier Principal Balance of the Class LE Interest as of any date of determination.

 

“Component
XF”:  The component of the Class X-F Certificates having a Class X Component Notional Amount equal to the then
current Lower-Tier Principal Balance of the Class LF Interest as of any date of determination.

 

“Condemnation
Proceeds”:  Any awards resulting from the full or partial condemnation or any eminent domain proceeding or any
conveyance in lieu or in anticipation thereof with respect to a Mortgaged Property by or to any governmental, quasi-governmental
authority or private entity with condemnation powers (other than amounts to be applied to the restoration, preservation or repair
of such Mortgaged Property or released to the related Borrower in accordance with the terms of the REMIC Provisions and the applicable
Loan Documents for the related Mortgage Loan or Serviced Whole Loan) or, if applicable, with respect to the Mortgaged Property
securing a Serviced Whole Loan, any portion of such amounts payable to the holders of the applicable Mortgage Loan.  With
respect to the Mortgaged Property securing any Non-Serviced Mortgage Loan or Non-Serviced Companion Loan, only the portion of
such amounts payable to the holder of the related Non-Serviced Mortgage Loan shall be included in Condemnation Proceeds).

 

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

 


     -30-


     


     

 

“Consultation
Termination Event”:  (a) With respect to any Mortgage Loan, at any date at which there is no class of Control Eligible
Certificates that has a then-outstanding Certificate Balance (without regard to the application of any Cumulative Appraisal Reduction Amounts)
equal to at least 25% of the initial Certificate Balance of that Class, or, (b) with respect to any Serviced AB Whole Loan, when
a related Control Appraisal Period has occurred and is continuing; provided that prior to the related Servicing Shift Securitization
Date, no Consultation Termination Event may occur with respect to the Loan-Specific Directing Holder related to each such Servicing
Shift Whole Loan and the term “Consultation Termination Event” shall not be applicable to the Loan-Specific Directing
Holder related to such Servicing Shift Whole Loan; provided, further, that a Consultation Termination Event shall
not be deemed to be continuing in the event the Certificate Balances of all Classes of Principal Balance Certificates other than
the Control Eligible Certificates have been reduced to zero.  With respect to Excluded Loans, a Consultation Termination
Event shall be deemed to exist.

 

“Control
Appraisal Period”: With respect to the Serviced AB Whole Loans, shall have the meaning assigned to the term “Control
Appraisal Period” in the related Intercreditor Agreement.

 

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

 

“Control
Termination Event”:  The occurrence of (a) with respect to any Mortgage Loan (other than any Serviced AB Whole
Loan) or Serviced Whole Loan (other than any Serviced AB Whole Loan and any Servicing Shift Whole Loan), the Certificate Balance
of the Class F Certificates (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce
the Certificate Balance of such Class in accordance with Section 4.08(a) hereof)
being reduced to less than 25% of the initial Certificate Balance of such Class, and (b) with respect to each Serviced AB
Whole Loan, when a related Control Appraisal Period has occurred and is continuing and the events in clause (a) are occurring;
provided that prior to the related Servicing Shift Securitization Date, no Control Termination Event may occur with respect
to the Loan-Specific Directing Holder related to each such Servicing Shift Whole Loan and the term “Control Termination
Event” shall not be applicable to the Loan-Specific Directing Holder related to such Servicing Shift Whole Loan; provided,
further, that a Control Termination Event shall not be deemed to be continuing in the event the Certificate Balances of
all Classes of Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero.  With
respect to Excluded Loans, a Control Termination Event shall be deemed to exist.

 

“Controlling
Class”:  As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a then aggregate Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to
such Class in accordance with Section 4.08(a) of this Agreement) at least equal to 25% of the initial Certificate
Balance of that Class or if no Class of Control Eligible Certificates meets the preceding requirement, the most senior Class of
Control Eligible Certificates.  The Controlling Class as of the Closing Date will be the Class H-RR Certificates; provided that if, at any time, the Certificate Balances of all Control Eligible Certificates, as notionally reduced by any Appraisal
Reduction Amounts (but without regard to any Collateral Deficiency Amount) allocable to such Classes, 

 


     -31-


     


     

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

 

“Controlling
Class Certificateholder”:  Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling
Class as determined by the Certificate Registrar from time to time, upon request by any party to this Agreement.

 

“Controlling
Companion Loan”:  With respect to each Servicing Shift Whole Loan, the related Pari Passu Companion Loan which,
in accordance with the Intercreditor Agreement, will be the “Lead Note”, “Controlling Note” or similarly
defined term as identified in the related Intercreditor Agreement.  For the avoidance of doubt, there are no Controlling
Companion Loans related to the Trust.

 

“Corporate
Trust Office”:  The offices of the Trustee and Certificate Administrator are located, (i) with respect to the Trustee,
at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust Services – BMARK 2019-B13, (ii) with
respect to the Certificate Administrator, at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust
Services – BMARK 2019-B13, and (iii) in the case of any surrender, transfer or exchange, at Wells Fargo Center, 600 South
4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479, Attention: CTS – Certificate Transfers Services –
BMARK 2019-B13, or the principal trust office of any successor certificate administrator qualified and appointed pursuant to this
Agreement.

 

“Corrected
Mortgage Loan”:  As defined under the definition of Specially Serviced Loan.

 

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

 

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

 

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

 

“CREFC®”: 
Commercial Real Estate 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 

 


     -32-


     


     

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 Trustee, the Special Servicer and, if no Control Termination Event has occurred
and is continuing, the Directing Holder.

 

“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 and effective from time to time on the
CREFC® Website.

 

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

 

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

 

“CREFC®
Comparative Financial Status Report”:  The monthly report in “Comparative Financial Status Report”
format substantially in the form of and containing the information called for therein for the Mortgage Loans or Serviced Whole
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. In connection with preparing the CREFC® Comparative
Financial Status Report, the Master Servicer shall process (a) interim financial statements beginning with interim financial
statements for the fiscal quarter ending March 31, 2020 (to the extent that the related Borrower provides sufficient information
to report pursuant to CREFC® guidelines), and (b) annual financial statements beginning with annual financial
statements for the 2019 fiscal year.

 

“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 

 


     -33-


     


     

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 Serviced Whole 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.  The initial data for this report shall be provided by each Mortgage Loan Seller.

 

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

 

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

 

“CREFC®
Historical Loan Modification and Corrected Mortgage Loan Report”:  The monthly report in the “Historical
Loan Modification and Corrected Mortgage Loan Report” format substantially in the form of and containing the information
called for therein for the Mortgage Loans or Serviced Whole 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 (other than the portion of
an REO Loan related to any Serviced Companion Loan) and for any related Interest Accrual Period, the amount of interest accrued
during such Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the same principal
balance, in the same manner, and for the same number of days as any related interest payment with regards to the Mortgage Loan
during which such Interest Accrual Period is computed.  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

 

“CREFC®
Intellectual Property Royalty License Fee Rate”:  A rate equal to 0.0005% per annum.

 


     -34-


     


     

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

 

“CREFC®
Investor Reporting Package (CREFC® IRP)”:

 

(a)       the following eight electronic files:  (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 and (viii) CREFC® Schedule AL File;

 

(b)       the following eleven supplemental reports:  (i) CREFC® Delinquent Loan Status Report,
(ii) CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, (iii) CREFC®
REO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC®
Comparative Financial Status Report, (vi) CREFC® Servicer Watch List, (vii) CREFC® Loan
Level Reserve/LOC Report, (viii) CREFC® NOI Adjustment Worksheet, (ix) CREFC® Advance
Recovery Report, (x) CREFC® Total Loan Report and (xi) CREFC® Reconciliation of Funds
Report;

 

(c)       the following eight templates:  (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 Trustee Template and (viii) CREFC® Significant Insurance Event Template; and

 

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

 

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

 

“CREFC®
Loan Level Reserve/LOC Report”:  A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Loan Level Reserve/LOC Report” available and effective from time to time on
the CREFC® Website.

 

“CREFC®
Loan Periodic Update File”:  The monthly data file substantially in the form of, and containing the information
called for in, the downloadable form of the “CREFC® Loan Periodic Update File” available and effective
from time to time on the CREFC® Website and, provided that each CREFC® Loan Periodic Update
File shall be accompanied by a CREFC® Advance Recovery Report, if such report is required for a particular month,
and all references herein to “CREFC® Loan Periodic Update File” shall be construed accordingly.

 


     -35-


     


     

 

“CREFC®
Loan Setup File”:  The data file substantially in the form of, and containing the information called for
in, the downloadable form of the “CREFC® Loan Setup File” available and effective from time to time
on the CREFC® Website.

 

“CREFC®
NOI Adjustment Worksheet”:  A report substantially in the form of, and containing the information called
for in, the downloadable form of the “NOI Adjustment Worksheet” available and effective from time to time on the CREFC®
Website.

 

“CREFC®
Operating Statement Analysis Report”:  A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Operating Statement Analysis Report” available and effective from time
to time on the CREFC® Website.

 

“CREFC®
Property File”:  The monthly data file substantially in the form of, and containing the information called
for, in the downloadable form of the “CREFC® Property File” available and effective from time to time
on the CREFC® Website.

 

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

 

“CREFC®
REO Status Report”:  A monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “REO Status Report” available and effective from time to time on the CREFC®
Website.

 

“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 and effective from time to
time on the CREFC® Website.

 

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

 

“CREFC®
Special Servicer Loan File”:  The monthly data file substantially in the form of, and containing the information
called for in, the downloadable form of the “Special Servicer Loan File” available and effective from time to time
on the CREFC® Website.

 

“CREFC®
Supplemental Servicer Reports”:  The CREFC® Delinquent Loan Status Report, the CREFC®
Historical Loan Modification and Corrected Mortgage Loan Report, 

 


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the
CREFC® REO Status Report, the CREFC® Servicer Watch List, the CREFC® NOI Adjustment
Worksheet, the CREFC® Comparative Financial Status Report, the CREFC® Operating Statement Analysis
Report, the CREFC® Loan Level Reserve/LOC Report, the CREFC® Advance Recovery Report and the CREFC®
Total Loan Report.

 

“CREFC®
Total Loan Report”:  The monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Total Loan Report” available and effective from time to time on the CREFC®
Website.

 


“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., in its capacity as a Mortgage Loan Seller, and its successors in interest.

 

“CREFI
Indemnification Agreement”:  The agreement dated as of the Pricing Date, between CREFI, the Depositor, the Underwriters
and the Initial Purchasers.

 

“CREFI
Mortgage Loans”:  Each Mortgage Loan transferred and assigned to the Depositor pursuant to the CREFI Purchase Agreement.

 

“CREFI
Purchase Agreement”:  The Mortgage Loan Purchase Agreement dated and effective the Pricing Date, between CREFI
and the Depositor. 

 

“Crossover
Date”:  The Distribution Date, if any, on which the Certificate Balance of each of the Class A-M, Class B,
Class C, Class D, Class E, Class F, Class G-RR and Class H-RR Certificates is (or will be) reduced to
zero.

 

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

 

“Custodial
Agreement”:  The Custodial Agreement, if any, from time to time in effect between the Custodian named therein and
the Certificate Administrator, in the form agreed to by the Certificate Administrator and the Custodian, as the same may be amended
or modified from time to time in accordance with the terms thereof.  No Custodial Agreement will be required if the Custodian
is the same party as the Certificate Administrator.

 

“Custodian”: 
Any Custodian appointed pursuant to Section 3.19 of this Agreement.  If a Custodian is not so appointed, then
the Custodian shall be the Certificate Administrator.  The Custodian may (but need not) be the Certificate Administrator,
the Trustee or the Master Servicer or any Affiliate of the Certificate Administrator, the Trustee or the Master Servicer. 
Wells Fargo Bank, National Association will perform its obligations as Custodian hereunder through its Document Custody division.

 


     -37-


     


     

 


“Cut-off
Date”: With respect to each Mortgage Loan, the later of the related Due Date of such Mortgage Loan in October 2019
(or, in the case of any Mortgage Loan that has its first Due Date subsequent to October 2019, the date that would have been its
Due Date in October 2019 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and
the date of origination of such Mortgage Loan.


“DBNY”:
Deutsche Bank AG, acting through its New York Branch, in its capacity as the holder of the VRR1 Interest, and its successors in
interest.




 


“DBRS”: 
DBRS, Inc., or its successor in interest.  If neither such rating agency 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 other parties hereto, and specific ratings of DBRS herein
referenced shall be deemed to refer to the equivalent ratings of the party so designated.

 

“Debt
Service Coverage Ratio”:  With respect to any Mortgage Loan or Serviced Whole Loan as of any date of determination
and for any period, the ratio calculated by dividing the net operating income or net cash flow, as applicable, of the related
Mortgaged Property or Mortgaged Properties, as the case may be, for the most recently ended 12-month trailing or one-year period
for which data is available from the related Borrower (or year-to-date until such time that data for the trailing 12-month period
is available), before payment of any scheduled payments of principal and interest on such Mortgage Loan or Serviced Whole Loan
but after funding of required reserves and “normalized” information from the CREFC® NOI Adjustment
Worksheet for such Mortgaged Property by the Master Servicer or Special Servicer, if applicable, pursuant to Section 3.13 of this Agreement, by the annual debt service required by such Mortgage Loan or Serviced Whole Loan.  Annual debt service
shall be calculated by multiplying the Periodic Payment in effect on such date of determination for such Mortgage Loan or Serviced
Whole Loan by 12 (or such fewer number of months for which related information is available).

 

“Default”: 
An event of default under the Loan Documents for any Mortgage Loan or Whole Loan, or an event which, with the passage of time
or the giving of notice, or both, would constitute an event of default under the Loan Documents for such Mortgage Loan or Whole
Loan.

 

“Default
Interest”:  With respect to any Serviced Mortgage Loan or Serviced Companion Loan, interest accrued on such Mortgage
Loan or Serviced Companion Loan at the excess of (i) the related Default Rate over (ii) 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 following any event of default on such Mortgage Loan or Serviced Companion
Loan, including a default in the payment of a Periodic Payment or a Balloon Payment.

 

“Defaulted
Loan”:  A Serviced Mortgage Loan and any related Serviced Companion Loan (i) that is delinquent at least 60 days
in respect of its Periodic Payments or that 


     -38-


     


     

is
more than 60 days delinquent in respect of its Balloon Payment (taking into account any extensions to such 60-day period as provided
in the provisos to clause (a) of the definition of “Specially Serviced Loan”), if any, in either case such Delinquency
to be determined without giving effect to any grace period permitted by the related Loan Documents and without regard to any acceleration
of payments under the related Mortgage Loan or Serviced Companion Loan or (ii) as to which the Master Servicer or Special
Servicer has, by written notice to the related borrower, accelerated the maturity of the indebtedness evidenced by the related
Mortgage Note.

 

“Defeasance
Account”:  As defined in Section 3.26(j) of this Agreement.

 

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

 

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

 

“Delinquency”: 
Any failure of a Borrower to make a scheduled Periodic Payment or Balloon Payment on a Due Date.

 

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

 

“Denomination”: 
As defined in Section 5.01(a) of this Agreement.

 

“Depositor”: 
Deutsche Mortgage & Asset Receiving Corporation, 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.

 

“Determination
Date”:  With respect to any Distribution Date, the 11th day of the calendar month of the related Distribution Date
or, if such 11th day is not a Business Day, then the next Business Day, commencing in November 2019.

 

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


     -39-


     


     

 





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


(i)       the
Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee
or in blank and further showing a complete, unbroken chain of endorsement from the Originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);




  


(ii)       the Mortgage, together with an original or copy of any intervening assignments of the Mortgage, in each case with evidence of
recording indicated thereon or certified to have been submitted for recording;

 

(iii)      assignment of the Mortgage in favor of the Trustee (or the related Other Trustee, in the case of a Non-Serviced Mortgage Loan)
or in blank and (subject to the completion of certain missing recording information and, if applicable, the assignee’s
name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the recordation of that assignment, a copy
of such assignment to be sent for recordation);

 

(iv)      any related Assignment of Leases, Rents and Profits of any intervening assignments (if such item is a document separate
from the Mortgage), with evidence of recording indicated thereon or certified to have been submitted for recording;

 

(v)       an assignment of any related Assignment of Leases, Rents and Profits (if such item is a document separate from the Mortgage) in
favor of the Trustee (or the related Other Trustee, in the case of a Non-Serviced Mortgage Loan) or in blank and (subject to the
completion of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or, if
the related Mortgage Loan Seller is responsible for the recordation of that assignment, a copy of such assignment to be sent for
recordation);

 

(vi)      the assignment of all unrecorded documents relating to the Mortgage Loan or a Serviced Whole Loan, if not already
assigned pursuant to items (iii) or (v) above;

 

(vii)     all modification, consolidation, assumption, written assurance and substitution agreements in those instances in which the terms
or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;

 

(viii)    the policy or certificate of lender’s title insurance issued on the date of the origination of such Mortgage Loan, or,
if such policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy
that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow



     -40-


     


     

 

instructions
executed by an authorized representative of the title company) to issue such title insurance policy;

 

(ix)   
any UCC financing statements, related amendments and continuation statements in the possession of the applicable Mortgage Loan
Seller;

 

(x)    
an original assignment in favor of the Trustee (or the related Other Trustee, in the case of a Non-Serviced Mortgage Loan) or
in blank of any financing statement executed and filed in favor of the applicable Mortgage Loan Seller in the relevant jurisdiction
(or, if the related Mortgage Loan Seller is responsible for the filing of that assignment, a copy of such assignment to be
sent for filing);

 

(xi) 
   any Intercreditor Agreement relating to permitted debt of the mortgagor, including any Intercreditor Agreement relating
to a Serviced Whole Loan;

  

(xii) 
  any loan agreement, escrow agreement, security agreement or letter of credit relating to a Mortgage Loan or a Serviced
Whole Loan;

 

(xiii) 
 any ground lease, ground lessor estoppel, indemnity or guaranty relating to a Mortgage Loan or a Serviced Whole Loan;

 

(xiv) 
 any property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;

 

(xv)  
any franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with
respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the
franchisor of the transfer of a Mortgage Loan or Serviced Whole Loan and a request for confirmation that the Trust is a beneficiary
of such comfort letter or other agreement, or for the issuance of a new comfort letter in favor of the Trust, as the case may
be;

 

(xvi) 
 any lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;

 

(xvii) 
any related mezzanine intercreditor agreement;

 

(xviii)
all related environmental reports;

 

(xix) 
 all related environmental insurance policies;

 

(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;

 




     -41-


     


     

 

(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)          
copies 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) 
       copies 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 origination of the related Mortgage Loan;

 

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

 

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

 

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

 

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

 

(k)          
copies of any zoning reports;

 

(l)           
copies of financial statements of the related mortgagor;

 

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

 

(n)          
copies of all UCC searches;

 

(o)          
copies of all litigation searches;

 

(p)          
copies of all bankruptcy searches;

 

(q)          
a copy of the origination settlement statement;

 

(r)           
a copy of the insurance consultant report;

 

(s)           
copies of the organizational documents of the related mortgagor and any guarantor;

 

(t)           
copies of the escrow statements;

 

(u)          
a copy of any closure letter (environmental);

 



     -42-


     


    
 


(v)          
a copy of any environmental remediation agreement for the related Mortgaged Property or Mortgaged Properties; and

 

(w)         
a copy of the payment history with respect to such Mortgage Loan prior to the Closing Date;

 

provided that (i) with respect to any Mortgage Loan which is a Non-Serviced Mortgage Loan on the Closing Date, any assignments
in favor of the trustee will be in favor of the trustee under the related Other Pooling and Servicing Agreement and (ii) with
respect to any Servicing Shift Mortgage Loan, any assignments in favor of the trustee may be in blank and may not be recorded
or filed until otherwise set forth in Section 2.01(a);

 

in
each case, to the extent that the Originator received such documents in connection with the origination of such Mortgage Loan. 
In the event any of the items identified above were not included in connection with the origination of such Mortgage Loan, the
Diligence File shall include a statement to that effect; provided that the Mortgage Loan Seller shall not deliver information
that is proprietary to the related Originator or Mortgage Loan Seller or any draft documents or privileged or internal communications. 
The Mortgage Loan Seller may, without any obligation to do so, include such other documents or information as part of the Diligence
File that such Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer to perform the Asset
Review on such Mortgage Loan; provided that such documents or information are clearly labeled and identified.

 

“Diligence
File Certification”:  As defined in Section 2.01(f).

 

“Directing
Holder”:  (a) With respect to each Servicing Shift Mortgage Loan, the related Loan-Specific Directing Holder; (b)
with respect to each Mortgage Loan (other than any Serviced AB Whole Loan and any Servicing Shift Mortgage Loan), the Controlling
Class Certificateholder (or a representative thereof) selected by more than 50% of the Controlling Class Certificateholders,
by Certificate Balance, as determined by the Certificate Registrar from time to time (the “Trust Directing Holder”);
provided, however, that (i) absent that selection, or (ii) until a Directing Holder is so selected, or (iii) upon
receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Holder
is no longer designated, the Controlling Class Certificateholder that represents that it owns the largest aggregate Certificate
Balance of the Controlling Class (or its representative) will be the Directing Holder; provided, however, that in
the case of this clause (iii) in the event no one holder represents that it owns the largest aggregate Certificate Balance
of the Controlling Class, then there shall be no Directing Holder until appointed in accordance with the terms of this Agreement;
and (c) with respect to the Serviced AB Whole Loan, (i) for so long as no related Control Appraisal Period has occurred and is
continuing, the related Loan-Specific Directing Holder, and (ii) for so long as a related Control Appraisal Period has occurred
and is continuing, the Trust Directing Holder.

 

At
such time as there is no Controlling Class in accordance with the definition thereof, the Directing Holder shall have no rights
under this Agreement.


 


     -43-


     


    
 

The
identification and contact information of each initial Directing Holder as of the Closing Date is set forth on Schedule I to this Agreement.  The parties to this Agreement may rely on such Schedule in accordance with Section 3.29.

 

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

 

In
the event that no Directing Holder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable,
and the Master Servicer or the Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator
and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as
the new Directing Holder is identified, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult
with, provide notice to, or seek the approval or consent of any such Directing Holder as the case may be.

 

“Directing
Holder Asset Status Report Review Process”: As defined in Section 3.23(e).

 

“Directly
Operate”:  With respect to any Serviced 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 Serviced REO Property, the holding of such Serviced
REO Property primarily for sale to customers in the ordinary course of a trade or business, or any use of such Serviced REO Property
in a trade or business conducted by the Trust Fund, or the performance of any construction work on the Serviced REO Property other
than through an Independent Contractor; provided that the Special Servicer, on behalf of the Trust Fund, shall not be considered
to Directly Operate a Serviced 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 Serviced REO Property or takes other actions consistent with Treasury Regulations
Section l.856-4(b)(5)(ii).

 

“Disclosable
Special Servicer Fees”:  With respect to any Serviced Mortgage Loan and any related Serviced Companion Loan or
Serviced REO Property, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage
fees, rebates, and as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its
Affiliates that is paid by any Person (including, without limitation, the Trust, any Borrower, any Manager, any guarantor or indemnitor
in respect of a Serviced Mortgage Loan and any related Serviced Companion Loan and any purchaser of any Serviced Mortgage Loan
and any related Serviced Companion Loan or Serviced REO Property) in connection with the disposition, workout or foreclosure of
any Serviced Mortgage Loan and any related Serviced Companion Loan, if applicable, the management or disposition of any Serviced
REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this
Agreement; provided that any compensation and other 


     -44-


     


     

remuneration
that the Master Servicer or Certificate Administrator is permitted to receive or retain pursuant to the terms of this Agreement
in connection with its respective duties in such capacity as Master Servicer or Certificate Administrator under this Agreement
shall not be Disclosable Special Servicer Fees.

 

“Disclosure
Parties”:  As defined in Section 3.14(e) of this Agreement.

 

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

 

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

 

“Disqualified
Non-U.S. Person”:  With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than
(a) a Non-U.S. 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 applicable
successor Form promulgated by the IRS for the purpose of providing and certifying the information provided on Form W-8ECI as of
the Closing Date) or (b) a Non-U.S. Person that has delivered to both the transferor and the Certificate Registrar an opinion
of a nationally recognized tax counsel to the effect that the transfer of the Class R Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class R Certificate
will not be disregarded for federal income tax purposes.

 

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

 

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

  


     -45-


     


     

 

“Distribution
Date”:  For each Determination Date, the 4th Business Day following such Determination Date in each calendar month,
commencing in November 2019.  The first Distribution Date shall be November 18, 2019.

 

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

 

“Do
Not Hire List”:  The list, as may be updated at any time, provided by the Depositor to the Master Servicer, Special
Servicer, the Certificate Administrator, Trustee or Operating Advisor, the Asset Representations Reviewer, which lists certain
parties identified by the Depositor as having failed to comply (after any applicable cure period) with their respective obligations
under Article X of this Agreement or as having failed to comply (after any applicable
cure period) with any similar Regulation AB reporting requirements under any other securitization transaction.

 

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

 

“Early
Termination Notice Date”:  Any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining
in the Trust is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date. 

 

“EDGAR
Compatible Format”:  (a) With respect to the Initial Schedule AL File, Initial Schedule AL Additional File,
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, without limitation, HTML, Word, Excel or clean and searchable PDFs.

 

“Eligible
Account”:  Any of:

 

(i)      
an account or accounts maintained with a depository institution or trust company (A) the short-term unsecured debt obligations,
deposits or commercial paper of which are rated at least “F1” by Fitch, in the case of accounts in which funds 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 or deposits of which are rated at least “A” by Fitch, and (B) the long-term unsecured debt obligations
or deposits of which are rated at least “BBB+” by S&P, if the deposits are to be held in such account for thirty
(30) days or more, and the short-term unsecured debt obligations or deposits of which are rated at least “A-1” by
S&P (or “A-2” by S&P so long as the long-term unsecured debt obligations or deposits of such depository institution
or trust company are rated no less than “BBB” by S&P), if the deposits are to be held in such account for less
than thirty (30) days),

 


     -46-


     


     

 

(ii)     
an account or accounts maintained with PNC Bank, National Association so long as such depository’s long-term unsecured
debt or deposit accounts are rated at least “BBB” from S&P and “A” from Fitch (if the deposits are
to be held in the account for more than thirty (30) days) or PNC Bank, National Association’s short-term deposit account
or short-term unsecured debt rating shall be at least “A-2” from S&P and “F1” from Fitch (if the deposits
are to be held in the account for thirty (30) days or less),

 

(iii)    
a segregated trust account or accounts maintained with the trust department of a federal or state chartered depository institution
or trust company acting in its fiduciary capacity which institution or trust company has a combined capital and surplus of at
least $50,000,000 and is subject to supervision or examination by federal or state authority and to regulations regarding fiduciary
funds on deposit similar to Title 12 of the Code of Federal Regulations, Section 9.10(b) and the long-term unsecured debt obligations
of which are rated at least “A2” by Moody’s,

 

(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)    
any other account as to which the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer, as applicable,
receives a Rating Agency Confirmation from each Rating Agency, which may be an account maintained by or with the Certificate Administrator,
the Trustee, the Master Servicer or the Special Servicer.

 

Eligible
Accounts may bear interest.

 

“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, S&P, Fitch, DBRS, KBRA or Morningstar and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which Moody’s, S&P, Fitch, DBRS,
KBRA 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 the 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
of the Asset Representations Reviewer set forth in Section 2.04(g), (c) is not (and
is not affiliated (including Risk Retention Affiliated) with) any Sponsor, any Mortgage Loan Seller, any Originator, the Master
Servicer, the Special Servicer, the Depositor, the Third-Party Purchaser, the Certificate Administrator, the Trustee, the Trust
Directing Holder, any Risk Retention Consultation Party or any of their respective affiliates (including the Risk Retention Affiliates),
(d) has not performed (and is not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage,
borrower advisory or similar services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date
for or on behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter, any party to this Agreement or the Trust Directing
Holder, any Risk Retention Consultation Party or any of their respective Affiliates, or have been paid any fees, compensation
or other 


     -47-


     


     

remuneration
by any of them in connection with any such services, and (e) does not directly or indirectly, through one or more Affiliates or
otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion
Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in
fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable) and except as otherwise set forth
in Section 11.04.

 

“Eligible
Investor”:  Any of (i) a Qualified Institutional Buyer that is purchasing for its own account or for the account
of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A
or (ii) (except with respect to the Class R Certificates) an Institutional Accredited Investor.

 

“Eligible
Operating Advisor”:  An entity (i) that is the special servicer or operating advisor on a commercial mortgage-backed
securities transaction rated by the Rating Agencies (including, in the case of Park Bridge Lender Services LLC, this transaction)
but has not been special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded
or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns
with the special servicer or operating advisor as the sole or material factor in such rating action, (ii) that can and will
make the representations and warranties set forth in Section 2.04(f) of this Agreement, (iii) that is not (and
is not affiliated with (including Risk Retention Affiliates)) the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, a Mortgage Loan Seller, any Borrower Party, the Third-Party Purchaser, the Directing Holder, a
Risk Retention Consultation Party, an Other Depositor, Other Trustee, Other Servicer or Other Special Servicer, or an Affiliate
of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller,
the Directing Holder or an Other Depositor, Other Trustee, Other Servicer or Other Special Servicer, or any of their respective
Affiliates (including Risk Retention Affiliates), (iv) that has not been paid by the Special Servicer or successor Special
Servicer any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment
or recommendation for replacement of a successor Special Servicer to become the Special Servicer, (v) 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, and (vi) that
does not directly or indirectly, through one or more affiliates or otherwise, own or have derivative exposure in 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 and Asset Representations Reviewer (to the extent it also acts as the Asset Representations Reviewer).

 

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

 

“Enforcing
Servicer”: (a) With respect to a Specially Serviced Loan, the Special Servicer, and (b) with respect to a Performing
Loan, (i) in the case of a Repurchase Request 


     -48-


     


     

 


made
by the Special Servicer, the Trust Directing Holder or a Controlling Class Certificateholder, the Master Servicer, and (ii)
in the case of a Repurchase Request made by any person other than the Special Servicer, the Trust Directing Holder or a Controlling
Class Certificateholder, (A) prior to a Resolution Failure relating to such Performing Loan, the Master Servicer, and (B)
from and after a Resolution Failure relating to such Performing Loan, the Special Servicer.


“Environmental
Insurance Policy”: With respect to any Mortgaged Property or Serviced REO Property, any insurance policy covering pollution
conditions and/or other environmental conditions that is maintained from time to time in respect of such Mortgaged Property or
Serviced REO Property, as the case may be, for the benefit of, among others, the Trustee on behalf of the Certificateholders.


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







 


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

 

“ERISA
Plan”:  As defined in Section 5.02(k) of this Agreement.

 

“Escrow
Account”:  As defined in Section 3.04(b) of this Agreement.  Any Escrow Account may be a sub-account
of the related Cash Collateral Account.

 

“Escrow
Payment”:  Any payment made by any Borrower to the Master Servicer pursuant to the related Mortgage, Cash Collateral
Account Agreement, Lock-Box Agreement, Loan Agreement or other Loan Document for the account of such Borrower for application
toward the payment of taxes, insurance premiums, assessments, environmental remediation and similar items in respect of the related
Mortgaged Property or related to the satisfaction of closing conditions for the related Mortgage Loan.

 

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

 

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

 

“Excess
Servicing Fee Rate”:  With respect to each Mortgage Loan and any related Serviced Companion Loan (and any
successor REO Loan with respect thereto), a rate per annum equal to the Servicing Fee Rate (subject to the rights
of the Mortgage Loan Seller Sub-Servicers identified on Exhibit X to this Agreement) minus 0.00125%.


 


     -49-


     


    
 


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

 

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

 

“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 Directing Holder, any Controlling Class Certificateholder, as applicable, in either case that is a Borrower Party with respect to such Excluded Controlling Class Mortgage Loan.  Immediately upon obtaining actual knowledge of any such party becoming an “Excluded Controlling Class Holder”, the Directing Holder or Controlling Class Certificateholder, as applicable, shall provide notice in the form of Exhibit L-1E hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator, which such notice shall be physically delivered in accordance with Section 11.05 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 L-1F hereto, which such notice shall provide each of the CTSLink User ID’s associated with such Excluded Controlling Class Holder, and which such notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as provided in this Agreement.  As of the Closing Date, there are no Excluded Controlling Class Holders related to the Trust.

 

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

 

“Excluded Information”:  With respect to any Excluded Controlling Class Mortgage Loan, any information and reports solely relating to such Excluded Controlling Class Mortgage Loan(s) and/or the related Mortgaged Properties that is segregated on the Certificate Administrator’s Website, including, without limitation, any Asset Status Reports, Final Asset Status Reports or summaries thereof, or any appraisals, inspection reports (related to Specially Serviced Loans conducted by the Special Servicer or the Excluded Special Servicer), recoverability officer’s certificates, 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(s) that is aggregated with information of other Mortgage Loans at a pool level) by the Master Servicer, the Special Servicer and the Operating Advisor, as the case may be.  For the avoidance of doubt, any file or report 




 

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contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Controlling Class Mortgage Loan) and any Schedule AL Additional File shall not be considered “Excluded Information”.  Any Excluded Information to be delivered to the Certificate Administrator by the Master Servicer, the Special Servicer or the Operating Advisor shall be delivered 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 3.31(d) hereof.

 

“Excluded Loan”:  With respect to (a) the Directing Holder, any Mortgage Loan or Whole Loan with respect to which, as of the applicable date of determination, the Directing Holder or the holder of the majority of the Controlling Class is a Borrower Party, or (b) with respect to a Risk Retention Consultation Party, a Mortgage Loan or Whole Loan with respect to which, as of the applicable date of determination, such Risk Retention Consultation Party or the Person entitled to appoint such Risk Retention Consultation Party is a Borrower Party.  For the avoidance of doubt, any Excluded Loan as to either the Directing Holder or any Majority Controlling Class Certificateholder is also an Excluded Controlling Class Mortgage Loan.  As of the Closing Date, there are no Excluded Loans related to the Trust.

 

“Excluded 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 Special Servicer Mortgage Loan”:  Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan with respect to which, as of any date of determination, the Special Servicer has obtained knowledge that it is a Borrower Party.

 

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

 

“FHLMC”:  The Federal Home Loan Mortgage Corporation, or any successor thereto.

 

“Fiduciary”:  As defined in Section 5.02(k).

 

“Final Asset Status Report”:  With respect to any Specially Serviced Loan, the Asset Status Report (together with such other data or supporting information provided by the Special Servicer to the Directing Holder that does not include any communication (other than the related Asset Status Report) between the Special Servicer and the Directing Holder with respect to such Specially Serviced Loan) required to be delivered by the Special Servicer by the Initial Delivery Date or any Subsequent Asset Status Report, in each case, in the form fully approved or deemed approved, if applicable, by the Directing Holder pursuant to the Directing Holder Asset Status Report Review Process or following completion of the ASR Consultation Process, as applicable. For the avoidance of doubt, the Special Servicer may issue more than one Final Asset Status Report with respect to any Specially Serviced Loan in in accordance with the procedures described in Section 3.23(e).  Each Final Asset Status Report will be labeled or otherwise identified or communicated as being final by the Special Servicer.




 

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

 

“Final Recovery Determination”:  With respect to any Specially Serviced Loan, Serviced REO Loan or any Mortgage Loan subject to repurchase by the related Mortgage Loan Seller pursuant to Section 2.03(e) of this Agreement, or in the case of a Whole Loan, subject to a purchase pursuant to the applicable Intercreditor Agreement, or any Mortgage Loan or Whole Loan subject to purchase pursuant to any related mezzanine intercreditor agreement, the recovery of all Insurance Proceeds, Liquidation Proceeds, the related Purchase Price and other payments or recoveries (including proceeds of the final sale of any Serviced REO Property) which the Master Servicer (or in the case of a Specially Serviced Loan or Serviced REO Loan, the Special Servicer), in its reasonable judgment, and, if no Consultation Termination Event has occurred and is continuing, in consultation with the Directing Holder, as evidenced by a certificate of a Servicing Officer delivered to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Custodian (and the Master Servicer, if the certificate is from the Special Servicer), expects to be finally recoverable.  If no Control Termination Event has occurred and is continuing, the Directing Holder shall have ten (10) Business Days to review and approve each such recovery determination; provided that if the Directing Holder fails to approve or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination, such consent shall be deemed given.  The Master Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination until the earlier of (i) its termination as the Master Servicer hereunder and the transfer of such records to a successor servicer and (ii) five years following the termination of the Trust Fund.

 

“Financial Market Publisher”:  BlackRock Financial Management, Inc., Moody’s Analytics, Bloomberg Financial Markets, L.P., RealInsight, CMBS.com, Inc., Trepp, LLC, Intex Solutions, Inc., Interactive Data Corporation, Markit LLC and Thomson Reuters Corporation or any successor entities thereof.

 

“Fitch”: Fitch Ratings, Inc. or its successor in interest.  If neither such rating agency 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 other parties hereto, and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

 

“FNMA”:  The Federal National Mortgage Association or any successor thereto.

 

“Form 8-K”:  A current report on Form 8-K under the Exchange Act or such successor form as the Commission may specify from time to time.

 

“Form 8-K Disclosure Information”:  As defined in Section 10.09 of this Agreement.

 

“GACC”:  German American Capital Corporation, in its capacity as a Mortgage Loan Seller, and its successors in interest.

 

“GACC Indemnification Agreement”:  The agreement dated as of the Pricing Date, between GACC, the Depositor, the Underwriters and the Initial Purchasers.




 

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“GACC Mortgage Loans”:  Each Mortgage Loan transferred and assigned to the Depositor pursuant to the GACC Purchase Agreement.

 

“GACC Purchase Agreement”:  The Mortgage Loan Purchase Agreement dated and effective the Pricing Date, between GACC and the Depositor.

 

“Gain-on-Sale Proceeds”:  With respect to any Mortgage Loan (and with respect to any Non-Serviced Mortgage Loan only the pro rata share of such proceeds allocated to the Trust pursuant to the terms of the related Intercreditor Agreement) or Serviced Companion Loan, the excess of (i) Net Liquidation Proceeds of such Mortgage Loan, Serviced Companion Loan or related Serviced REO Property, over (ii) the amount that would have been received if a principal payment and all other amounts due in full had been made with respect to such Mortgage Loan or Serviced Companion Loan on the Due Date immediately following the date on which such proceeds were received.

 

“Gain-on-Sale Reserve Account”:  The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(i) of this Agreement for the Certificateholders and, in the case of a Serviced Companion Loan, the Serviced Companion Loan Noteholders, which shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders of Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13 and, if applicable, Serviced Companion Loan Noteholders, Gain-on-Sale Reserve Account.”  The Gain-on-Sale Reserve Account must be an Eligible Account or a sub-account of an Eligible Account and will be an asset of the Lower-Tier REMIC.

 

“General Special Servicer”:  As defined in Section 3.22(h) of this Agreement.

 

“Global Certificates”:  Each of the Publicly Offered Global Certificates, Regulation S Global Certificates or Rule 144A Global Certificates if and so long as such class of Certificates is registered in the name of a nominee of the Depository.

 

“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 existing, and specifically including, without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls (“PCBs”), 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; with respect to any Lower-Tier Regular Interest, the Trustee.

 

“HRR Certificates”: Individually and collectively the Class G-RR and Class H-RR Certificates.

 


 

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Impermissible Asset Representations Reviewer Affiliate”:  As defined in Section 3.34 of this Agreement.

 

“Impermissible Operating Advisor Affiliate”:  As defined in Section 3.34 of this Agreement.

 

“Impermissible Risk Retention Affiliate”:  As defined in Section 3.34 of this Agreement.

 

“Impermissible TPP Affiliate”:  As defined in Section 3.34 of this Agreement.

 

“Indemnification Agreements”:  Each of the GACC Indemnification Agreement, JPMCB Indemnification Agreement and CREFI Indemnification Agreement.

 

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

 

“Indemnifying Party”:  As defined in Section 8.05(d), Section 8.05(g) or Section 8.05(h), 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 the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, any Directing Holder, any Risk Retention Consultation Party, any Borrower or Manager or any Affiliate thereof, and (ii) is not connected with any such Person thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

 

“Independent Contractor”:  Either (i) any Person that would be an “independent contractor” with respect to the applicable Trust REMIC within the meaning of Section 856(d)(3) of the Code 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 such 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 or the Special Servicer, as applicable, the Certificate Administrator and the Trustee has been delivered to the Certificate Administrator to that effect) or (ii) any other Person (including the Master Servicer and the Special Servicer) if the Master Servicer or the Special Servicer, as applicable, on behalf of itself, the Certificate Administrator and the Trustee 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 Serviced 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 Serviced REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception 




 

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applicable for purposes of Section 860D(a) of the Code) or cause any income realized in respect of such Serviced REO Property to fail to qualify as Rents from Real Property (provided that such income would otherwise so qualify).

 

“Individual Certificate”:  Any Certificate in definitive, fully registered physical form without interest coupons.

 

“Initial Delivery Date”: As defined in Section 3.23(e).

 

“Initial Purchasers”:  Individually and collectively, as the context may require, each of Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Citigroup Global Markets Inc. and their respective successors in interest.

 

“Initial Requesting Certificateholder”: The first Certificateholder or Certificate Owner (other than a Holder or Certificate Owner of a Class VRR Interest Certificate) to deliver a Repurchase Request as described in Section 2.03(k) 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 Interest Certificate may not be an Initial Requesting Certificateholder.

 

“Initial Resolution Period”:  As defined in Section 2.03(e) of this Agreement.

 

“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(c) of this Agreement.

 

“Institutional Accredited Investor”:  An institution that is an “accredited investor” within the meaning of Rule 501(a)(l), (2), (3) or (7) under the Act.

 

“Insurance Proceeds”:  Proceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to a Mortgage Loan or Serviced Whole Loan (including any amounts paid by the Master Servicer pursuant to Section 3.08 of this Agreement).

 

“Intercreditor Agreement”:  With respect to any Whole Loan, the related intercreditor, co-lender or similar agreement in effect from time to time by and between (a) the holder of the related Mortgage Loan(s) and the holder of the related Subordinate Companion Loan(s) relating to the relative rights of such holders or (b) the holders of the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) or Non-Serviced Companion Loan(s) relating to the relative rights of such holders.  The intercreditor or co-lender agreements related to each Whole Loan shall each be an Intercreditor Agreement.




 

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“Interest Accrual Amount”:  With respect to any Distribution Date and any Class of Non-VRR Certificates, an amount equal to interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class on the related Certificate Balance or Notional Amount, as applicable, outstanding immediately prior to such Distribution Date.  Calculations of interest due in respect of such Classes of Non-VRR Certificates shall be made on the basis of a 360-day year consisting of twelve 30-day months.

 

“Interest Accrual Period”:  With respect to each Class of Non-VRR Certificates, for each Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs.

 

“Interest Distribution Amount”:  With respect to any Distribution Date and with respect to each Class of Non-VRR 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(i).

 

“Interest Reserve Account”:  The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(e) of this Agreement, which shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders of Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13, Interest Reserve Account” and which must be an Eligible Account or a sub-account of an Eligible Account.  The Interest Reserve Account shall be an asset of the Lower-Tier REMIC.

 

“Interest Shortfall”: On any Distribution Date for any Class of Non-VRR Certificates, the amount of interest required to be distributed to the Holders of such Class pursuant to Section 4.01(b) of this Agreement on such Distribution Date minus the amount of interest actually distributed to such Holders pursuant to such Section, if any.

 

“Interested Person”:  As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Excluded Special Servicer, if any, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Directing Holder, any Risk Retention Consultation Party, any Companion Loan Noteholder, any Certificateholder, any Borrower, any Mortgage Loan Seller, any holder of a related mezzanine loan, any Manager, any Independent Contractor engaged by the Special Servicer pursuant to Section 3.15 of this Agreement, or any Person known to a Servicing Officer of the Special Servicer to be an Affiliate of any of them, and, with respect to a Whole Loan if it is a Defaulted Loan, the depositor, the master servicer, the special servicer (or any independent contractor engaged by such special servicer), or the trustee for the securitization of a Companion Loan, and each related Companion Loan Holder or its representative, any holder of a related mezzanine loan.




 

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

 

“Investment”:  Any direct or indirect ownership interest in any security, note or other financial instrument related to the Certificates or issued or executed by a Borrower, 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 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, any Special Servicer or any Affiliate thereof, the Operating Advisor or any Affiliate thereof, the Asset Representations Reviewer 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, any Special Servicer or any Affiliate thereof, the Operating Advisor or any Affiliate thereof, the Asset Representations Reviewer 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.

 

“Investment Representation Letter”:  As defined in Section 5.02(c)(i)(A) of this Agreement.

 

“Investor Certification”:  A certificate (which may be in electronic form) substantially in the form of Exhibit L-1A, Exhibit L-1B, Exhibit L-1C or Exhibit L-1D to this Agreement or in the form of an electronic certification on the Certificate Administrator’s Website (which may be a “click-through confirmation”), representing (i) that such Person executing the certificate is a Certificateholder, the Directing Holder or a Risk Retention Consultation Party (in each case, to the extent such Person is not a Certificateholder), a beneficial owner of a Certificate, a prospective purchaser of a Certificate (or any investment advisor or manager or other representative of the foregoing), (ii) that either (a) such Person is a Risk Retention Consultation Party or is a Person who is not a Borrower Party, in which case such Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party in which case (1) if such Person is the Directing Holder, a Controlling Class Certificateholder or a Risk Retention Consultation Party, such Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder other than any Excluded Information as set forth herein, or (2) if such Person is not the Directing Holder, a Controlling Class Certificateholder or a Risk Retention Consultation Party, such Person shall only receive access to the Distribution Date Statements prepared by the Certificate Administrator, (iii) that such Person has received a copy of the final Prospectus and (iv) such Person agrees to keep any Privileged Information confidential and will not violate any securities laws; provided, however, that any Excluded Controlling Class Holder (i) shall be permitted to obtain, upon reasonable request in accordance with Section 4.02(b) of this Agreement any Excluded Information relating to any Excluded Controlling Class Mortgage Loan 




 

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with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information) from the Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), in each case, to the extent in the possession of the Master Servicer or Special Servicer, as applicable and (ii) shall be considered a Privileged Person for all other purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling Class Mortgage Loan.

 

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

 

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

 

“IO Group YM Distribution Amount”:  As defined in Section 4.01(f) of this Agreement.

 

“IRS”:  The Internal Revenue Service.

 

“Joint Mortgage Loan”:  A Mortgage Loan originated by more than one Mortgage Loan Seller.  For the avoidance of doubt, there are no Joint Mortgage Loans related to the Trust.

 

“JPMCB”: JPMorgan Chase Bank, National Association, in its capacity as a Mortgage Loan Seller, and its successors in interest.

 

“JPMCB Indemnification Agreement”:  The agreement dated as of the Pricing Date, among JPMCB, the Depositor, the Underwriters and the Initial Purchasers.

 

“JPMCB Mortgage Loans”:  Each Mortgage Loan transferred and assigned to the Depositor pursuant to the JPMCB Purchase Agreement.

 

“JPMCB Purchase Agreement”:  The Mortgage Loan Purchase Agreement dated and effective the Pricing Date, between JPMCB and the Depositor.

 

“KBRA”:  Kroll Bond Rating Agency, Inc., or its successor in interest.  If neither such rating agency 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 other parties hereto, and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

 

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


 

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under the original Mortgage Loan or Serviced Whole Loan), whether as Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, REO Proceeds or otherwise, which represent late collections of principal or interest due or deemed due in respect of such REO Loan or the predecessor Mortgage Loan or Serviced Whole Loan (without regard to any acceleration of amounts due under the predecessor Mortgage Loan or Serviced Whole Loan by reason of default) on a Due Date in a previous Collection Period and not previously recovered.  The term “Late Collections” shall specifically exclude Penalty Charges. With respect to any Whole Loan, as used in this Agreement, Late Collections shall refer to such portion of Late Collections to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related Intercreditor Agreement.

 

“Legal Fee Reserve Account”:  The account created and maintained by the Certificate Administrator pursuant to Section 3.05(k), in the name of the “Legal Fee Reserve Account”, into which the amounts set forth in Section 3.05(k) shall be deposited directly and which must be an Eligible Account.

 

“Liquidation Expenses”:  All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in connection with the liquidation of any Mortgage Loan or Serviced Whole Loan or the liquidation of a Serviced REO Property or the sale of any Mortgage Loan or Serviced Whole Loan pursuant to Section 3.16 or Section 9.01 of this Agreement (including, without limitation, legal fees and expenses, committee or referee fees, and, if applicable, brokerage commissions, and conveyance taxes).

 

“Liquidation Fee”:  A fee payable to the Special Servicer (i) with respect to each Specially Serviced Loan or Serviced REO Loan, (ii) with respect to each Mortgage Loan repurchased by a Mortgage Loan Seller (except as specified in the following paragraph), or (iii) with respect to each Defaulted Loan that is a Non-Serviced Mortgage Loan sold by the Special Servicer in accordance with Section 3.16(b) of this Agreement; provided, however, for clarification, should such Non-Serviced Mortgage Loan be sold by the Other Special Servicer, then the Liquidation Fee shall be paid to such Other Special Servicer, in each case as to which the Special Servicer obtains a full, partial or discounted payoff from the related Borrower, a loan purchaser or Mortgage Loan Seller, as applicable, or any Liquidation Proceeds with respect thereto (in any case, other than amounts for which a Workout Fee has been paid, or will be payable), equal to:

 

(a)           the lesser of:

 

(i)           the product of 1.0% (or, if such rate would result in an aggregate liquidation fee of less than $25,000, then such
higher rate as would result in an aggregate liquidation fee equal to $25,000) and the proceeds of such full, partial or
discounted payoff or the Net Liquidation Proceeds related to such liquidated or repurchased Mortgage Loan or Specially
Serviced Loan, as the case may be, in each case exclusive of any portion of such payoff or Net Liquidation Proceeds that
represents Penalty Charges;

 

(ii)           $1,000,000; and




 

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(iii)          any applicable cap pursuant to Section 3.12(c) of this Agreement.

 

(b)          with respect to any particular liquidation (or partial liquidation), as reduced by the amount of any and all
related Offsetting Modification Fees received by the Special Servicer as additional servicing compensation relating to such
Specially Serviced Loan, Serviced REO Loan or Mortgage Loan.

 

No Liquidation Fee shall be payable:

 

(a)           with respect to clause (v) of the definition of Liquidation Proceeds;

 

(b)           with respect to (i) any Serviced Whole Loan with a related Subordinate Companion Loan, in connection with the purchase of such Serviced Whole Loan by the holders of a Subordinate Companion Loan or (ii) any existing mezzanine indebtedness or any mezzanine indebtedness that may exist on a future date, in connection with the purchase of the related Mortgage Loan by a mezzanine lender, in each case described in clause (b)(i) or (ii) above, if the purchase of the Mortgage Loan occurred within 90 days after the first time that such holder’s option to purchase such Mortgage Loan becomes exercisable; provided that even if the purchase occurs before such expiration the Liquidation Fee shall be payable to the extent paid by, and collected from, the related Borrower or the related mezzanine lender;

 

(c)           the purchase of the related Mortgage Loan by the related Companion Loan Noteholder pursuant to the related Intercreditor Agreement within 90 days after the first time that such Companion Loan Noteholder’s option to purchase such Mortgage Loan becomes exercisable;

 

(d)           in the case of a repurchase or replacement of a Mortgage Loan (other than an REO Loan) by the applicable Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement, if the applicable Mortgage Loan Seller repurchases or replaces such Mortgage Loan within the Initial Resolution Period (and giving effect to any applicable Resolution Extension Period);

 

(e)           with respect to any Serviced Companion Loan that is the subject of an Other Securitization, to the Special Servicer under this Agreement in connection with (A) a repurchase or replacement of such Serviced Companion Loan by the applicable Mortgage Loan Seller due to a breach of a representation or warranty or a document defect under the related mortgage loan purchase agreement related to the Other Pooling and Servicing Agreement prior to the expiration of the cure period (including any applicable extension thereof) set forth therein or (B) a purchase of the Serviced Companion Loan pursuant to a clean-up call or similar liquidation under the related Other Pooling and Servicing Agreement;

 

(f)           in connection with the purchase of any Defaulted Loan by the Special Servicer, the Directing Holder or their respective Affiliates (except in the case of the Directing Holder (or its affiliate), if such purchase occurs more than 90 days after the transfer of the Defaulted Loan to special servicing);

 

(g)           in connection with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment within the Initial 




 

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Resolution Period (and giving effect to any applicable extension period beyond the end of the Initial Resolution Period set forth in Section 2.03(e) of this Agreement); provided that, with  respect to a Serviced Companion Loan and any related Loss of Value Payment made after such Initial Resolution Period and any such extension period, a Liquidation Fee shall only be payable to the Special Servicer to the extent that (i) the Special Servicer is enforcing the related Mortgage Loan Seller’s obligations under the applicable Mortgage Loan Purchase Agreement with respect to such Serviced Companion Loan and (ii) the related Liquidation Fee is not otherwise required to be paid to the Other Special Servicer relating to such Serviced Companion Loan or otherwise prohibited from being paid to the Special Servicer (in each case, under the related Other Pooling and Servicing Agreement); and

 

(h)          if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (a) of the definition of “Specially Serviced Loan” as a result of a payment default at maturity and the related Liquidation Proceeds are received within 3 months following the related maturity date as a result of the related Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid in full (provided that the Special Servicer may collect from the related borrower and retain (x) a liquidation fee, (y) such other fees as are provided for in the related Loan Documents and (z) other appropriate fees in connection with such liquidation).

 

“Liquidation Proceeds”:  Cash amounts (other than Insurance Proceeds and Condemnation Proceeds and REO Proceeds) received by or paid to the Master Servicer or the Special Servicer in connection with:  (i) the liquidation of a Mortgaged Property or other collateral constituting security for a Defaulted Loan, through trustee’s sale, foreclosure sale, disposition of REO Property or otherwise, exclusive of any portion thereof required to be released to the related Borrower in accordance with applicable law and the terms and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Borrower; (iii) the sale of a Defaulted Loan; (iv) the repurchase of a Mortgage Loan (or related REO Loan) by the applicable Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement; (v) the purchase of all the Mortgage Loans and all property acquired in respect of any Mortgage Loan by the Sole Certificateholder, the Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Special Servicer or the Master Servicer pursuant to Section 9.01 of this Agreement; (vi) with respect to any existing mezzanine indebtedness or any mezzanine indebtedness that may exist on a future date, the purchase of the related Mortgage Loan by a mezzanine lender; (vii) in the case of a Mortgage Loan that is part of a Whole Loan, the purchase of such Mortgage Loan by a related Companion Loan Noteholder, or the applicable designee, as applicable, pursuant to the related Intercreditor Agreement; or (viii) 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(e) of this Agreement (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller).  With respect to the Mortgaged Property or Mortgaged Properties securing any Non-Serviced Mortgage Loan or Non-Serviced Companion Loan, only the portion of such amounts payable to the holder of the related Non-Serviced Mortgage Loan will be included in Liquidation Proceeds.




 

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“Loan Agreement”:  With respect to any Mortgage Loan or Serviced Whole Loan, the loan agreement, if any, between the related Originator and the Borrower, pursuant to which such Mortgage Loan was made.

 

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

 

“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-Specific Directing Holder”:  (a) With respect to each Serviced AB Whole Loan, the holder of the related Subordinate Companion Loan; and (b) with respect to each Servicing Shift Whole Loan, the related “controlling holder”, “directing holder”, “directing lender” or any analogous concept set forth under the related Intercreditor Agreement.  Prior to the related Servicing Shift Securitization Date, the “directing holder” with respect to each such Servicing Shift Whole Loan will be the holder of the related Controlling Companion Loan.  On and after the related Servicing Shift Securitization Date, there will be no Loan-Specific Directing Holder under the Pooling and Servicing Agreement with respect to such Servicing Shift Whole Loan.  As of the Closing Date, there will be no Loan-Specific Directing Holder related to the Trust.

 

“Lock-Box Account”:  With respect to any Mortgaged Property, if applicable, any account created pursuant to the related Loan Documents to receive revenues therefrom.  Any Lock-Box Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment income or gain thereon in accordance with the terms and provisions of the related Mortgage Loan or Serviced Whole Loan and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon.  The Master Servicer shall be permitted to make withdrawals therefrom for deposit into the related Cash Collateral Accounts in accordance with the terms of the related Mortgage Loan or Serviced Whole Loan.

 

“Lock-Box Agreement”:  With respect to any Mortgage Loan or Serviced Whole Loan, the lock-box agreement, if any, between the related Originator and the Borrower, pursuant to which the related Lock-Box Account, if any, may have been established.

 

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

 

“Lower-Tier Distribution Account”:  The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which shall be entitled “Wells Fargo Bank, National 




 

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Association, as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders of Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13, Lower-Tier Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account.  The Lower-Tier Distribution Account shall be an asset of the Lower-Tier REMIC.

 

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

 

“Lower-Tier Principal Balance”:  With respect to any Class of Lower-Tier Regular Interests, initially will equal the original principal balance set forth in the Preliminary Statement herein, and from time to time will equal such amount reduced by the amount of distributions of the Lower-Tier Distribution Amount allocable to principal and Realized Losses or VRR Realized Losses, as applicable, allocable thereto in all prior periods as described in 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.

 

“Lower-Tier Regular Interests”:  The Class LA-1 Interest, Class LA-2 Interest, Class LA-SB Interest, Class LA-3 Interest, Class LA-4 Interest, Class LA-M Interest, Class LB Interest, Class LC Interest, Class LD Interest, Class LE Interest, Class LF Interest, Class LGRR Interest, Class LHRR Interest and Class LVRR Interest issued by the Lower-Tier REMIC and held by the Trustee as assets of the Upper-Tier REMIC.  Each Lower-Tier Regular Interest (i) is designated as a “regular interest” in the Lower-Tier REMIC, (ii) relates to its Corresponding Certificates and, if applicable, Corresponding Component, (iii) is uncertificated, (iv) has an initial Lower-Tier Principal Balance as set forth in the Preliminary Statement herein, (v) has a Pass-Through Rate equal to the WAC Rate, (vi) has a “latest possible maturity date,” within the meaning of Treasury Regulations Section 1.860G-1(a), that is the Rated Final Distribution Date and (vii) is entitled to the distributions in the amounts and at the times specified in Section 4.01(a) of this Agreement.

 

“Lower-Tier REMIC”:  A segregated asset pool within the Trust Fund consisting of the Mortgage Loans, collections thereon, the Trust’s interest in any REO Property acquired in respect thereof, amounts related thereto held from time to time in the Collection Account and the Lower-Tier Distribution Account, the REO Account (to the extent of the Trust Fund’s interest therein), related amounts in the Interest Reserve Account, amounts held from time to time in the Gain-on-Sale Reserve Account (to the extent of the Trust Fund’s interest therein) in respect thereof and all other property included in the Trust Fund (other than the Loss-of-Value Reserve Fund) that is not in the Upper-Tier REMIC.

 

“MAI”:  Member of the Appraisal Institute.

 


 

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“Major Decision”:  Shall mean any of the following: 

 

(1)           with respect to each Serviced Mortgage Loan and Serviced Whole Loan (other than any Serviced AB Whole Loan for so long as no related Control Appraisal Period is continuing):

 

(a)           (i) any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Serviced Mortgage Loan and any related Serviced Companion Loan, (ii) any extension of the Maturity Date of any Serviced Mortgage Loan and any related Serviced Companion Loan or (iii) any modification, waiver, consent or amendment of a Serviced Mortgage Loan and any related Serviced Companion Loan in connection with a defeasance if such proposed modification, waiver, consent or amendment is with respect to a (A) a waiver of a Mortgage Loan event of default (but excluding non-monetary events of default other than defaults relating to transfers of interest in the Borrower or the existing collateral or material modifications of the existing collateral), (B) a modification of the type of defeasance collateral required under the Loan Documents other than direct, non-callable obligations of the United States would be permitted or (C) a modification that would permit a principal prepayment instead of defeasance if the applicable Loan Documents do not otherwise permit such principal prepayment;

 

(b)           (i) any property management company changes for which the lender is required to consent or approve under the Loan Documents with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan with a Stated Principal Balance greater than $2,500,000 or (ii) changes to the identity of the franchisor, change in flag or action of substantially similar import for which the lender is required to consent or approve under the Loan Documents;

 

(c)           any determination of an Acceptable Insurance Default;

 

(d)           any modification, consent to a modification or waiver of any material term of any Intercreditor Agreement or similar agreement related to a Mortgage Loan, or any action to enforce rights with respect to the Mortgage Loan;

 

(e)           any sale of a Defaulted Loan (that is not a Non-Serviced Mortgage Loan), an REO Property (in each case, other than in connection with the termination of the Trust Fund) or a Defaulted Loan that is a Non-Serviced Mortgage Loan that the Special Servicer is permitted to sell in accordance with the proviso in Section 3.16(b) of this Agreement, in each case for less than the applicable Purchase Price;

 

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

 

(g)           requests
for property releases or substitutions, other than (i) grants of easements or rights of way that do not materially affect the
use or value of a Mortgaged Property or the Borrower’s ability to make any payments with respect to a Serviced  


 

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Mortgage Loan and any related Serviced Companion Loan, (ii) release of non-material parcels of a Mortgaged Property (including, without limitation, any such releases (A) to which the related Loan Documents expressly require the mortgagee thereunder to make such releases upon the satisfaction of certain conditions (and the conditions to the release that are set forth in the related Loan Documents do not include the approval of the lender or the exercise of lender discretion (other than confirming the satisfaction of such conditions to the release set forth in the related Loan Documents that do not include any approval or exercise of lender discretion)) and such release is made as required by the related Loan Documents or (B) 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), or (iii) the release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral;

 

(h)          any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Serviced Mortgage Loan and any related Serviced Companion Loan or any consent to such a waiver or consent to a transfer of the Mortgaged Property or direct or indirect interests in the Borrower (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 without the consent of the lender under the related loan agreement;

 

(i)           releases of any material amount from any escrow accounts, reserve accounts or letters of credit, in each case, held as performance  escrows (or reserves) or earn-out escrows (or reserves), including with respect to the Mortgage Loans identified on Schedule IX hereto, other than those required pursuant to the specific terms of the related Serviced Mortgage Loan and any related Serviced Companion Loan and for which there is no lender discretion;

 

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

 

(k)           any exercise of a material remedy with respect to a Serviced Mortgage Loan and any related Serviced Companion Loan following a default or event of default of such Mortgage Loan or Serviced Whole Loan;

 

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

 

(m)          any consent to incurrence of additional debt by a Borrower or mezzanine debt by a direct or indirect parent of a Borrower, to the extent that the lender’s approval is required under the related Loan Documents; and




 

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(n)           consents involving leasing activities (to the extent lender approval is required under the related Loan Documents) if (1) such lease involves a ground lease or lease of an outparcel, (2) such lease affects an area equal to or greater than the lesser of (i) 30,000 square feet and (ii) 30% of the net rentable area of the related Mortgaged Property, or (3) such transaction is not a routine leasing matter for a customary lease of space for parking, office, retail, warehouse, industrial and/or manufacturing purposes;

 

(2)           with respect to any Serviced AB Whole Loan for so long as no related Control Appraisal Period is continuing, the applicable Serviced AB Whole Loan Major Decision.

 

For the avoidance of doubt, the Master Servicer and the Special Servicer (each in such capacity) shall not make or be obligated to make any Major Decisions with respect to any Non-Serviced Mortgage Loans and the Directing Holder shall have no consent and/or consultation rights regarding Major Decisions with respect to any Non-Serviced Mortgage Loans, any Servicing Shift Mortgage Loan and any Excluded Loans under this Agreement.

 

With respect to any Serviced Whole Loan, for so long as the holder of the related Serviced Companion Loan is the “Controlling Holder”, the “Directing Holder”, “Directing Lender” or any analogous concept under the related Intercreditor Agreement, then with respect to such Serviced Whole Loan, the term “Major Decision” shall mean “Major Decision”, “Major Action” or any analogous concept under the related Intercreditor Agreement.

 

“Major Decision Reporting Package”: As defined in Section 6.07(a).

 

“Majority-Owned Affiliate”: “majority-owned affiliate” as defined in the Risk Retention Rules.

 

 “Management Agreement”:  With respect to any Mortgage Loan or Serviced Whole Loan, the Management Agreement, if any, by and between the Manager and the related Borrower, or any successor Management Agreement between such parties.

 

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

 

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

 

“Master Servicer Major Decision”:  Any Major Decision under clauses (1)(a)(iii)(A), (1)(a)(iii)(B), (1)(b)(i), (1)(c) and (1)(d) and any Serviced AB Whole Loan Major Decision under clauses (ii) (to the extent such action is described in clause (1)(a)(iii)(A) or (1)(a)(iii)(B) of the definition of “Major Decision”), (ix), (x) (other than franchise changes), (xiii), (xiv), (xvi) and (xix) through (xxi)  of the definition of “Major Decision”, but solely with respect to a non-Specially Serviced Loan.

 

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




 

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

 

“Master Servicer Termination Event”:  As defined in Section 7.01(a) of this Agreement.

 

“Master Servicer Website”:  The internet website maintained by the Master Servicer; initially located at “www.pnc.com/midland”.

 

“Master Servicing Fee”:  With respect to each Mortgage Loan and for any Distribution Date, an amount per interest accrual period related to such Mortgage Loan equal to the product of (i) the respective Master Servicing Fee Rate (adjusted to a monthly rate) and (ii) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the immediately preceding Collection Period (without giving effect to payments of principal on such Mortgage Loan on such Due Date).  For the avoidance of doubt, with respect to any Subordinate Companion Loan, no Master Servicing Fee shall accrue or be payable on the principal balance thereof.

 

“Master Servicing Fee Rate”:  With respect to each Mortgage Loan, the rate per annum set forth on Exhibit B to this Agreement.

 

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

 

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

 

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

 

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

 

“Modification Fees”:  With respect to any Serviced Mortgage Loan or Serviced Companion Loan, any and all fees with respect to a modification, restructure, extension, waiver or amendment that modifies, restructures, extends, amends or waives any term of the related Loan Documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer (other than all Assumption Fees, consent fees, assumption application fees, defeasance fees and fees similar to the foregoing).  For the avoidance of doubt, Special Servicing Fees, Workout Fees and Liquidation Fees due to the Special Servicer in connection with a modification, restructure, extension, waiver or amendment shall not be considered Modification Fees.  For each modification, restructure, extension, waiver or amendment in connection with the working out of a Specially Serviced Loan, the Modification Fees collected from the related 




 

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Borrower shall be subject to a cap of 1.0% of the outstanding principal balance of such Mortgage Loan or Serviced Companion Loan on the closing date of the related modification, restructure, extension, waiver or amendment (prior to giving effect to such modification, restructure, extension, waiver or amendment); provided that no aggregate cap shall exist in connection with the amount of Modification Fees which may be collected from the related Borrower with respect to any Specially Serviced Loan or REO Loan.

 

“Modified Mortgage Loan”:  Any Specially Serviced Loan which has been modified by the Special Servicer pursuant to Section 3.26 of this Agreement in a manner that:

 

(a)       reduces or delays the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing current Periodic Payments with respect to such Mortgage Loan or Serviced Companion Loan), including any reduction in the Periodic Payment;

 

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

 

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

 

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

 

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

 

“Mortgage”:  The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property securing a Mortgage Note.

 

“Mortgage File”:  With respect to any Mortgage Loan or Serviced Companion Loan, collectively, the mortgage documents listed in Section 2.01(a)(i) through Section 2.01(a)(xxi) of this Agreement pertaining to such particular Mortgage Loan or Serviced Companion Loan and any additional documents required to be added to such Mortgage File pursuant to the express provisions of this Agreement; provided that whenever the term 




 

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“Mortgage File” is used to refer to documents actually received by the Depositor, Trustee, or Custodian, 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 of this Agreement and from time to time held in the Trust Fund.  The Mortgage Loans originally so transferred, assigned and held are identified on the Mortgage Loan Schedule as of the Closing Date.  Such term shall include any REO Loan, Specially Serviced Loan or any Mortgage Loan that has been defeased in whole or in part.  Such term shall not include the Serviced Companion Loans or the Non-Serviced Companion Loans but shall include Non-Serviced Mortgage Loans.

 

“Mortgage Loan Purchase Agreements”:  Each of the GACC Purchase Agreement, the JPMCB Purchase Agreement and the CREFI Purchase Agreement.

 

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

 

(a)           the Loan Number;

 

(b)           the Mortgage Loan name;

 

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

 

(d)           the Mortgage Rate in effect as of the Cut-off Date;

 

(e)           the original principal balance;

 

(f)            the Stated Principal Balance as of the Cut-off Date;

 

(g)           the Maturity Date for each Mortgage Loan;

 

(h)           the Due Date;

 

(i)            the amount of the Periodic Payment due on the first Due Date following the Cut-off Date (or, in the case of a Mortgage Loan that provides an initial interest-only period and provides for scheduled amortization payments after the expiration of such interest-only period, the average of the first 12 monthly payments of principal and interest payable during the amortization period);

 

(j)            the Servicing Fee Rate;

 

(k)           whether the Mortgage Loan is an Actual/360 Loan;

 

(l)            whether any letter of credit is held by the lender as a beneficiary or is assigned as security for such Mortgage Loan;




 

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(m)          [Reserved];

 

(n)           whether the Mortgage Loan is part of a Whole Loan;

 

(o)           whether the Mortgage Loan is secured in any part by a leasehold interest; and

 

(p)           whether the Mortgage Loan has any related mezzanine debt or other subordinate debt.

 

Such list may be in the form of more than one list, collectively setting forth all of the information required.  A comparable list shall be prepared with respect to each Serviced Companion Loan.

 

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

 

“Mortgage Loan Sellers”:  Each of GACC, JPMCB and CREFI.

 

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

 

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

 

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

 

“Mortgage Rate”:  With respect to each Mortgage Loan or any related Companion Loan, as applicable, and any Interest Accrual Period, the per annum rate at which interest accrues on such Mortgage Loan or Companion Loan, as applicable, during such period (in the absence of a default), as set forth in the related Mortgage Note from time to time, without giving effect to any Default Rate.

 

“Net Condemnation Proceeds”:  Condemnation Proceeds, to the extent such proceeds are not to be applied to the restoration, preservation or repair of the related Mortgaged Property or released to the Borrower in accordance with the express requirements of the Loan Documents or other documents included in the Mortgage File or in accordance with the Servicing Standard.




 

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“Net Default Interest”:  With respect to any Distribution Date, an amount equal to the sum of (i) the amount of the aggregate collected Default Interest allocable to the Mortgage Loans received during the preceding Collection Period, minus (ii) any portions thereof withdrawn from (A) the Collection Account pursuant to Section 3.06(a)(ix) of this Agreement for Advance Interest Amounts and unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Liquidation Fees and Workout Fees) incurred on the related Mortgage Loan during or prior to such Collection Period and (B) each Serviced Whole Loan Collection Account pursuant to Section 3.06(b)(ix) for Advance Interest Amounts and unreimbursed Additional Trust Fund Expenses incurred on the related Serviced Whole Loan during or prior to such Collection Period.

 

“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 Borrower in accordance with the express requirements of the Loan Documents or other documents included in the Mortgage File or in accordance with prudent and customary servicing practices.

 

“Net Liquidation Proceeds”:  The Liquidation Proceeds received with respect to any Mortgage Loan or Serviced Whole Loan net of the amount of (i) Liquidation Expenses incurred with respect thereto and (ii) with respect to proceeds received in connection with the taking of a Mortgaged Property (or portion thereof) by the power of eminent domain in condemnation, amounts required to be applied to the restoration or repair of the related Mortgaged Property.

 

“Net Mortgage Rate”:  With respect to any Mortgage Loan on any Distribution Date, the per annum rate equal to the Mortgage Rate for such Mortgage Loan for the related Interest Accrual Period, minus, for any such Mortgage Loan, the related Administrative Cost Rate.  The “Net Mortgage Rate” for purposes of calculating Pass-Through Rates and Withheld Amounts shall be the Net Mortgage Rate of such Mortgage Loan without taking into account any modification, waiver or amendment of the terms of the related Mortgage Loan, whether agreed to by the Master Servicer or the Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related Borrower. 

 

Notwithstanding the foregoing, if any such Mortgage Loan does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then, solely for purposes of calculating the Pass-Through Rate, the Net Mortgage Rate of such Mortgage Loan for any Interest Accrual Period will be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan or Serviced Companion Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually accrued in respect of such Mortgage Loan at the related Net Mortgage Rate during such Interest Accrual Period; provided, however, that with respect to each such Mortgage Loan, the Net Mortgage Rate for the one-month period (i) prior to the Due Dates in (a) January and February in each year that is not a leap year or (b) February only in each year that is a leap year (in either case, unless the related Distribution Date is the final Distribution Date) shall be determined net of any Withheld Amounts from that month and (ii) preceding the Due Date in March (or February if the related Distribution Date is the final Distribution Date) (commencing in 2020), shall be determined inclusive of the Withheld Amounts, if applicable, from the immediately preceding February, and, if applicable, January.




 

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“Net Prepayment Interest Excess”:  The excess amount, if any, that the aggregate of all Prepayment Interest Excess for all Mortgage Loans (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loans that the Master Servicer is servicing exceeds the aggregate of all Compensating Interest Payments for such Mortgage Loans (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loans as of any related Distribution Date.

 

“Net Prepayment Interest Shortfall”:  With respect to the Mortgage Loans or Serviced Companion Loans that the Master Servicer is servicing, the aggregate Prepayment Interest Shortfalls in excess of the Compensating Interest Payments on such Mortgage Loan or Serviced Companion Loan.

 

“Net REO Proceeds”:  With respect to each Serviced REO Property, REO Proceeds with respect to such REO Property net of any insurance premiums, taxes, assessments and other costs and expenses permitted to be paid therefrom pursuant to Section 3.15(b) of this Agreement.

 

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

 

“Non-Directing Holder”:  With respect to any Companion Loan, the “Non-Directing Holder”, “Non-Controlling Note Holder” or any analogous concept under the related Intercreditor Agreement.

 

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

 

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

 

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

 

“Non-Serviced Mortgage Loan Primary Servicing Fee Rate”: The “primary servicing fee rate” or “pari passu primary servicing rate” (each as defined or set forth in the applicable Other Pooling and Servicing Agreement) and any other servicing fee rate (other than 




 

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those payable to the applicable Other Special Servicer) applicable to any Non-Serviced Mortgage Loan. The Non-Serviced Mortgage Loan Primary Servicing Fee Rate for (A) any Servicing Shift Mortgage Loan will be such amount as set forth in the related Other Pooling and Servicing Agreement for such Servicing Shift Whole Loan and (B) each Non-Serviced Mortgage Loan as of the Closing Date, the applicable rate per annum set forth on Exhibit B to this Agreement under the  column labeled “Primary Servicing Fee Rate”.

 

“Non-Serviced Mortgage Loan Service Providers”:  With respect to any Non-Serviced Mortgage Loan, the related Other Trustee, Other Servicer, Other Special Servicer and any related sub-servicer, as applicable, and any other Person that makes principal and/or interest advances in respect of such mortgage loan pursuant to the related Other Pooling and Servicing Agreement.

 

“Non-Serviced Whole Loan Custodian”:  With respect to any Non-Serviced Mortgage Loan, the applicable other “custodian” under the Other Pooling and Servicing Agreement that governs the servicing and administration of the related Non-Serviced Whole Loan.

 

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

 

“Non-U.S. Person”:  A person that is not a U.S. Person.

 

“Non-VRR Certificates”:  The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class X-D, Class X-F, Class A-M, Class B, Class C, Class D, Class E, Class F, Class G-RR and Class H-RR Certificates.

 

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

 

“Non-VRR Prepayment Premiums and Yield Maintenance Charges”:  As defined in Section 4.01(d).

 

“Nonrecoverable Advance”:  Any Nonrecoverable P&I Advance, Nonrecoverable Servicing Advance or Nonrecoverable Workout-Delayed Reimbursement Amounts.

 

“Nonrecoverable P&I Advance”:  Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Loan which the Master Servicer, the Special Servicer, in each case in accordance with the Servicing Standard and Sections 4.07(c), or the Trustee, in its good faith business judgment, as applicable, determines would not be ultimately recoverable, together with any accrued and unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and other collections on or in respect of the related Mortgage Loan or REO Loan, which shall be evidenced by an Officer’s Certificate as provided by Section 4.07(c) of this Agreement.




 

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“Nonrecoverable Servicing Advance”:  Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any Serviced REO Property that the Master Servicer, the Special Servicer, in each case in accordance with the Servicing Standard and Section 3.21(d) of this Agreement, or the Trustee, in its good faith business judgment, as applicable, determines would not be ultimately recoverable, together with any accrued and unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and other collections on or in respect of the related Mortgage Loan, Serviced Whole Loan or Serviced REO Loan, which shall be evidenced by an officer certificate as provided by Section 3.21(d) of this Agreement.  The determination as to the recoverability of any Servicing Advance previously made or proposed to be made in respect of any Non-Serviced Whole Loan (or related REO Property) shall be made by the applicable servicer under, and in accordance with the terms of, the related Other Pooling and Servicing Agreement.  Any such determination made by any such party shall be conclusive and binding on the Certificateholders and may, in all cases, be conclusively relied upon by the Master Servicer, the Special Servicer and the Trustee, as applicable.

 

“Nonrecoverable Workout-Delayed Reimbursement Amounts”:  Any Workout-Delayed Reimbursement Amounts when the Person making such determination in accordance with the procedures specified for Nonrecoverable Servicing Advances or Nonrecoverable P&I Advances, 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 payments or any other recovery on or in respect of the related Mortgage Loan, Serviced Whole Loan or REO Loans or (b) has determined that such Workout-Delayed Reimbursement Amounts would not ultimately be recoverable, along with any other Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances, out of the principal portion of future collections on all of the Mortgage Loans and REO Properties and from general principal collections in the Collection Account.

 

“Notice of Termination”:  Any of the notices given to the Trustee, the Certificate Administrator and the Master Servicer by the Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Special Servicer or the Master Servicer pursuant to Section 9.01(c) of this Agreement.

 

“Notional Amount”:  As of any date of determination:  (i) with respect to each of the Class X-A, Class X-B, Class X-D and Class X-F Certificates as a Class, the related Class X Notional Amount as of such date of determination and (ii) with respect to any Class X Certificate, the product of the Percentage Interest evidenced by such Certificate and the related Class X Notional Amount as of such date of determination.

 

“NRSRO”:  Any nationally recognized statistical ratings organization.

 

“NRSRO Certification”:  A certification (a) executed by a NRSRO in favor of the 17g-5 Information Provider substantially in the form attached hereto as Exhibit Z or (b) provided electronically and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website, in either case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this Agreement, or that such NRSRO has 




 

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been engaged to rate any securities backed, in whole or in part, by a Serviced Companion Loan, or that such NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 of the Exchange Act, such NRSRO has access to the Depositor’s 17g-5 website and such NRSRO will keep such information confidential, except to the extent such information has been made available to the general public.

 

“Officer’s Certificate”:  A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President (however denominated) and by the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries, any Trust Officer or other officer of the Master Servicer, Special Servicer, Additional Servicer, Operating Advisor or Asset Representations Reviewer customarily performing functions similar to those performed by any of the above designated officers, any Servicing Officer 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, or an authorized officer of the Depositor, and delivered to the Depositor, the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as the case may be.

 

“Offsetting Modification Fees”:  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or Serviced REO Loan and with respect to any Workout Fee or Liquidation Fee payable by the Trust, any and all Modification Fees collected by the Special Servicer as additional servicing compensation, but only to the extent that (1) such Modification Fees were earned and collected by the Special Servicer (A) in connection with the workout or liquidation (including partial liquidation) of a Specially Serviced Loan or Serviced REO Loan as to which the subject Workout Fee or Liquidation Fee became payable or (B) in connection with any workout of a Specially Serviced Loan that closed within the prior 18 months (determined as of the closing day of the workout or liquidation as to which the subject Workout Fee or Liquidation Fee became payable) and (2) such Modification Fees were earned in connection with a modification, restructure, extension, waiver or amendment of such Mortgage Loan, Serviced Whole Loan or Serviced REO Loan at a time when such Mortgage Loan, Serviced Whole Loan or Serviced REO Loan was a Specially Serviced Loan.

 

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

 

“Operating Advisor Annual Report”:  As defined in Section 3.31(c) of this Agreement.

 

“Operating Advisor Consultation Event”: The event that occurs the earlier of when (i) the aggregate Certificate Balances of the HRR Certificates (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of such classes) is 25% or less of the initial aggregate Certificate Balances of the HRR Certificates and (ii) a Control Termination Event has occurred and is continuing (or a Control Termination Event would occur and be continuing if not for the last proviso in the definition thereof).




 

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“Operating Advisor Consulting Fee”:  A fee for each Major Decision on which the Operating Advisor has consulting rights equal to $10,000 with respect to any Mortgage Loan or such lesser amount as the related Borrower pays, payable pursuant to Section 3.06 of this Agreement; provided that no such fee shall be payable unless paid by the related Borrower.  The Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision.  The Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Borrower if it determines that such full or partial waiver is in accordance with the Servicing Standard; provided that the Master Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor prior to any such waiver or reduction.  No Operating Advisor Consulting Fee shall be payable with respect to any Subordinate Companion Loan, any Non-Serviced Whole Loan or any Servicing Shift Whole Loan.

 

“Operating Advisor Fee”:  With respect to each Mortgage Loan and REO Loan (including Non-Serviced Mortgage Loans and Servicing Shift Mortgage Loans but excluding any Companion Loans) and any Distribution Date, an amount per Interest Accrual Period equal to the product of (i) the applicable Operating Advisor Fee Rate and (ii) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the immediately preceding Collection Period (without giving effect to payments of principal on such Mortgage Loan on such Due Date).  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.  The Operating Advisor Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement.  For the avoidance of doubt, the Operating Advisor Fee shall be payable from the Lower-Tier REMIC.  For the avoidance of doubt, no Operating Advisor Fee shall accrue on the principal balance of, or be payable with respect to, any Companion Loan.

 

“Operating Advisor Fee Rate”:  For each Interest Accrual Period, a per annum rate equal to (i) 0.00195% with respect to each such Mortgage Loan (other than the Sunset North, Rivertowne Commons, 900 & 990 Stewart Avenue, City Hyde Park, Wind Creek Leased Fee and Beverly Hills BMW Mortgage Loans), (ii) 0.00328% with respect to the Sunset North Mortgage Loan, (iii) 0.00417% with respect to the Rivertowne Commons Mortgage Loan, (iv) 0.00417% with respect to the 900 & 990 Stewart Avenue Mortgage Loan, (v) 0.00639% with respect to the City Hyde Park Mortgage Loan, (vi) 0.00880% with respect to the Wind Creek Leased Fee Mortgage Loan, and (vii) 0.01134% with respect to the Beverly Hills BMW Mortgage Loan.

 

“Operating Advisor Standard”:  The requirement that the Operating Advisor shall act solely on behalf of the Trust and in the best interest of, and for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan for the benefit of the related Companion Loan Noteholders (as a collective whole as if such Certificateholders and Companion Loan Noteholders constituted a single lender, taking into account the pari passu nature of any related pari passu Companion Loan (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)), and not to Holders of any particular Class of Certificateholders (as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment), and 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 Borrowers, any Mortgage 




 

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Loan Seller, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing Holder, any Risk Retention Consultation Party, any Certificateholder or any of their respective affiliates.

 

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

 

“Operating Advisor Termination Event”:  As defined in Section 7.07(a) of this Agreement.

 

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

 

“Originator”:  Any of (i) the Mortgage Loan Sellers and (ii) with respect to any Mortgage Loan acquired by a Mortgage Loan Seller, the originator of such Mortgage Loan.

 

“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.  The Depositor shall inform the other parties hereto of the name and contact information for any Other 17g-5 Information Provider existing as of the Closing Date.  The name and contact information of any such Other 17g-5 Information Provider as of the Closing Date is set forth on Schedule VIII hereto. Each party hereto shall be entitled to conclusively rely upon the information set forth on Schedule VIII until such party receives notice of any change thereto.

 

“Other Asset Representations Reviewer”:  The applicable other “asset representations reviewer” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.

 

“Other Custodian”:  The applicable other “custodian” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.

 

“Other Depositor”:  The applicable other “depositor” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.

 

“Other Indemnified Parties”:  As defined in Section 1.04 of this Agreement.




 

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

 

“Other Pooling and Servicing Agreement”:  A pooling and servicing agreement or other applicable servicing agreement relating to a Serviced Companion Loan or a Non-Serviced Whole Loan, as applicable.  

 

“Other Securitization”:  Any commercial mortgage securitization trust that holds a Serviced Companion Loan or Non-Serviced Companion Loan or any successor REO Loan with respect thereto.  

 

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

 

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

 

“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 or a Non-Serviced Companion Loan, as applicable.

 

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

 

“P&I Advance”:  As to any Mortgage Loan, any advance made by the Master Servicer or the Trustee pursuant to Section 4.07 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 and without duplication, payment or reimbursement of interest thereon at the Reimbursement Rate.  Neither the Master Servicer nor the Trustee will be required to make P&I Advances with respect to any delinquent payment amounts due on any Companion Loan.

 

“P&I Advance Determination Date”:  With respect to any Distribution Date, the second Business Day prior to such Distribution Date.

 

“Pass-Through Rate”:  (a) With respect to each Class of Certificates (other than the Class R and Class VRR Interest Certificates) set forth below, the following rates:

 


	
Class 

	
 

	
Pass-Through Rate 


	
Class A-1

	
 

	
Class A-1 Pass-Through Rate


	
Class A-2

	
 

	
Class A-2 Pass-Through Rate


	
Class A-SB

	
 

	
Class A-SB Pass-Through Rate


	
Class A-3

	
 

	
Class A-3 Pass-Through Rate


	
Class A-4

	
 

	
Class A-4 Pass-Through Rate


	
Class X-A

	
 

	
Class X-A Pass-Through Rate


	
Class X-B

	
 

	
Class X-B Pass-Through Rate




 




 

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Class

	
 

	
Pass-Through Rate


	
Class X-D

	
 

	
Class X-D Pass-Through Rate


	
Class X-F

	
 

	
Class X-F Pass-Through Rate


	
Class A-M

	
 

	
Class A-M Pass-Through Rate


	
Class B

	
 

	
Class B Pass-Through Rate


	
Class C

	
 

	
Class C Pass-Through Rate


	
Class D

	
 

	
Class D Pass-Through Rate


	
Class E

	
 

	
Class E Pass-Through Rate


	
Class F

	
 

	
Class F Pass-Through Rate


	
Class G-RR

	
 

	
Class G-RR Pass-Through Rate


	
Class H-RR

	
 

	
Class H-RR Pass-Through Rate




 



(b)           With respect to the Class VRR Interest Certificates, the WAC Rate.

 

Neither the Class R nor Class VRR Interest Certificates have Pass-Through Rates.

 

“Paying Agent”:  The paying agent appointed pursuant to Section 5.04 of this Agreement.

 

“PCAOB”:  The Public Company Accounting Oversight Board.

 

“Penalty Charges”:  With respect to any Mortgage Loan or Serviced Companion Loan (or successor REO Loan), any amounts collected thereon from the Borrower that represent default charges, penalty charges, late fees and/or Default Interest, and excluding any Yield Maintenance Charge.

 

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

 

“Performance Certification”:  As defined in Section 10.08 of this Agreement.

 

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

 

“Performing Party”:  As defined in Section 10.14 of this Agreement.

 

“Periodic Payment”:  With respect to any Mortgage Loan or Serviced Companion Loan (other than any REO Loan) and any Due Date, the scheduled monthly payment of principal, if any, and interest at the Mortgage Rate, excluding any Balloon Payment (but not excluding any constant Periodic Payment due on a Balloon Loan), which is payable by the related Borrower on such Due Date under the related Mortgage Note.  The Periodic Payment with respect to an REO Loan is the monthly payment that would otherwise have been payable on the related Due Date had the related Mortgage Note not been discharged, determined as set forth 




 

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in the preceding sentence and on the assumption that all other amounts, if any, due thereunder are paid when due.

 

“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, regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee 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 relating to the Certificates and Serviced Companion Loan Securities:

 

(A)    direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition; provided that any obligation of, or guarantee by, any agency or instrumentality of the United States of America shall be a Permitted Investment only if such investment would not result in the downgrading, withdrawal or qualification of the then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding any class of Serviced Companion Loan Securities that are then rated by such Rating Agency, such class of securities) as evidenced in writing, other than (a) unsecured senior debt obligations of the U.S. Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development public housing agency bonds, Federal Housing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed securities or participation certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations, Freddie Mac debt obligations, and Fannie Mae debt obligations rated at least “A-1” by S&P, if such obligations mature in sixty (60) days or less, or rated at least “AA-”, “A-1+” or (with respect to money market fund investments only) “AAAm” by S&P, if such obligations mature in 365 days or less;

 

(B)          repurchase agreements or obligations specified in clause (A) of this definition, with a party agreeing to repurchase such obligations (1) in the case of such investments with maturities of thirty (30) days or less, (x) 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, and (y) the short-term obligations of which are rated “A-1+” (or the equivalent) by S&P, (2) in the case of such investments with maturities of three (3) months or less, but more than thirty (30) days, (x) 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, and (y) the short-term obligations of which are rated “A-1+” (or the equivalent) by S&P, (3) in the case of such investments with maturities of six (6) months or less, 

 


 

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but more than three (3) months, (x) the short-term obligations of which are rated at least “F1+” by Fitch and the long-term obligations of which are rated at least “AA-” by Fitch, and (y) the long-term obligations of which are rated “AAA” (or the equivalent) by S&P, and (4) in the case of such investments with maturities of more than six (6) months, (x) the short-term obligations of which are rated at least “F1+” by Fitch and the long-term obligations of which are rated “AA-” by Fitch, and (y) the long-term obligations of which are rated “AAA” (or the equivalent) by S&P and (or, in the case of any such Rating Agency as set forth above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificates and any Companion Loan Securities);

 

(C)     federal funds, unsecured uncertificated certificates of deposit, time deposits, demand deposits and bankers’ acceptances of any bank or trust company organized under the laws of the United States or any state thereof, (1) in the case of such investments with maturities of thirty (30) days or less, (x) 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, and (y) the short-term obligations of which are rated “A-1+” (or the equivalent) by S&P, (2) in the case of such investments with maturities of three (3) months or less, but more than thirty (30) days, (x) 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, and (y) the short-term obligations of which are rated “A-1+” (or the equivalent) by S&P, (3) in the case of such investments with maturities of six (6) months or less, but more than three (3) months, (x) the short-term obligations of which are rated at least “F1+” by Fitch and the long-term obligations of which are rated at least “AA-” by Fitch, and (y) the long-term debt obligations of which are “AAA” (or the equivalent) by S&P, and (4) in the case of such investments with maturities of more than six (6) months, (x) the short-term obligations of which are rated at least “F1+” by Fitch and the long-term obligations of which are rated “AA-” by Fitch and (y) the long-term obligations of which are “AAA” (or the equivalent) by S&P (or, in the case of any such Rating Agency as set forth above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificates and any Companion Loan Securities);

 

(D)          commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to any withholding imposed by any non-United States jurisdiction) (1) in the case of such investments with maturities of thirty (30) days or less, (x) the short-term obligations of which corporation are rated at least “F1” by Fitch or the long-term obligations of which corporation are rated at least “A” by Fitch, and (y) the short-term obligations of which corporation are rated at least “A-1” by S&P, (2) in the case of such investments with maturities of three (3) months or less, but more than thirty (30) days, the short-term obligations of which are rated at least “A-1+” by S&P (or “A-

 


 

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1“ by S&P if the obligations mature within sixty (60) days) and “F1+” by Fitch, or the long-term obligations of which are rated at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch) and “AA-” by S&P (with a short-term rating of “A-1” by S&P), (3)(A) in the case of such investments with maturities of six (6) months or less, but more than three (3) months, the short-term obligations of which are rated at least “F1+” by Fitch, or the long-term obligations of which corporation are rated at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch) and (B) the short-term obligations of which are rated at least “A-1+” (or the equivalent) by S&P, or the long-term obligations of which corporation are rated at least “AA-” by S&P (with a short-term rating of “A-1” by S&P), and (4)(A) in the case of such investments with maturities of more than six (6) months, 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 (with a short-term rating of “F1” by Fitch) and (B) the short-term obligations of which are rated at least “A-1+” (or the equivalent) by S&P, or the long-term obligations of which corporation are rated at least “AA-” by S&P (with a short-term rating of “A-1” by S&P), and (b) the short-term obligations of which corporation are rated in the highest short-term debt rating category of KBRA (or, if not rated by KBRA, an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and Fitch)) and, if it has a term in excess of six months, the long-term debt obligations of which are rated “AAA” by KBRA (or, if not rated by KBRA, an equivalent (or higher) rating by any two other NRSROs (which may include S&P and Fitch)) (or, in the case of any such Rating Agency as set forth in subclauses (a) – (b) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificates and any Companion Loan Securities);

 

(E)           (1) units of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant net asset value per share (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the Wells Fargo Money Market Funds) so long as any such fund is rated in the highest short-term unsecured debt ratings category by each of Fitch, S&P and KBRA (or, if not rated by KBRA, an equivalent rating (or higher) by at least two (2) NRSROs (which may include any of the Rating Agencies) or otherwise acceptable to such Rating Agency, in any such case, as confirmed in a Rating Agency Confirmation) relating to the Certificates and any Serviced Companion Loan Securities, or (2) units of money market funds, which seek to maintain a constant net asset value per share, that (a) have substantially all of its assets invested continuously in the types of investments referred to in clause (A) above, and (b) has the highest rating obtainable for money market funds from each of Fitch, S&P and KBRA (or, if not rated by KBRA, an equivalent rating (or higher) by at least two (2) NRSROs (which may include any of the Rating Agencies) 




 

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or otherwise acceptable to such Rating Agency, in any such case, as confirmed in a Rating Agency Confirmation);

 

(F)     an obligation or security 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 (B) through (E) above, and is the subject of a Rating Agency
Confirmation relating to the Certificates and any Serviced Companion Loan Securities from each Rating Agency for which the
minimum rating(s) set forth in the applicable clause is not satisfied with respect to such obligation or security;
or

 

(G)     any other obligation or security other than one listed in clauses (A) through (E) above, that is the subject of a Rating Agency Confirmation relating to the Certificates and any Serviced Companion Loan Securities from each and every Rating Agency;

 

provided, however, that with respect to any Permitted Investment for which a rating by S&P is required as set forth above, such rating must be an unqualified rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators, such as the (sf) subscript, and unsolicited ratings; provided, further, that each investment described hereunder shall not (A) evidence either the right to receive (1) only interest with respect to such investment or (2) a yield to maturity greater than 120% of the yield to maturity at par of the underlying obligations, (B) be purchased at a price greater than par, (C) be sold prior to stated maturity if such sale would result in a loss of principal on the instrument or a tax on “prohibited transactions” under Section 860F of the Code or (D) have an “r” highlighter or other comparable qualifier attached to its rating; and provided, further, that each investment described hereunder must have (X) a predetermined fixed amount of principal due at maturity (that cannot vary or change), (Y) an original maturity of not more than 365 days and a remaining maturity of not more than thirty (30) days and (Z) except in the case of a Permitted Investment described in clause (E) of this definition, a fixed interest rate or an interest rate that is tied to a single interest rate index plus a single fixed spread and moves proportionately with that index; and provided, further, that each investment described hereunder must be a “cash flow investment” (within the meaning of the REMIC Provisions).

 

“Permitted Special Servicer/Affiliate Fees”:  Any commercially reasonable treasury management fees, banking fees, property condition report fees, customary title agent fees and insurance commissions or fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Mortgage Loan, Serviced Whole 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 thereof that is a Qualified Institutional Buyer, other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the Transfer) to the effect that the Transfer of an Ownership Interest in any Class R Certificate to such Person will not cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that is a Disqualified Non-U.S. Person, (d) a Plan or 




 

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any Person investing the assets of a Plan, (e) an entity treated as a domestic partnership for U.S. federal income tax purposes, one or more of the direct or indirect beneficial owners (other than through a U.S. corporation) of which is (or is permitted under the applicable partnership agreement to be) a Disqualified Non-U.S. Person or (f) a U.S. Person with respect to whom income on the Class R Certificate is attributable to a fixed base or foreign permanent establishment, within the meaning of an applicable income tax treaty, of such transferee or any other U.S. Person.

 

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

 

“Plan”:  As defined in Section 5.02(k) of this Agreement.  

 

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

 

“Prepayment Assumption”:  The assumption that each Mortgage Loan does not prepay prior to its respective Maturity Date.

 

“Preliminary Prospectus”:  The Depositor’s Prospectus, dated September 17, 2019, relating to the offering of the Publicly Offered Certificates.

 

“Prepayment Interest Excess”:  With respect to any Distribution Date, the aggregate amount, with respect to all Mortgage Loans or Serviced Companion Loans serviced by the Master Servicer that were subject to Principal Prepayment in full or in part, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or Special Servicer for application to such Mortgage Loans or Serviced Companion Loans, in each case after the Due Date in the month of such Distribution Date and on or prior to the related Determination Date, the amount of interest accrued at the Mortgage Rate for such Mortgage Loans or Serviced Companion Loans on the amount of such Principal Prepayments, Insurance Proceeds, Liquidation Proceeds and Condemnation Proceeds after the Due Date relating to such Collection Period and accruing in the manner set forth in the related Loan Documents, to the extent such interest is collected by the Master Servicer or the Special Servicer (without regard to any Prepayment Premium, Yield Maintenance Charge actually collected).

 

“Prepayment Interest Shortfall”:  With respect to any Distribution Date, for each Mortgage Loan or Serviced Companion Loan serviced by the Master Servicer that was subject to a Principal Prepayment in full or in part and which did not include a full month’s interest, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or Special Servicer for application to such Mortgage Loan or Serviced Companion Loan, in each case after the Determination Date in the calendar month preceding such Distribution Date but prior to the Due Date in the related Collection Period, the amount of interest that would have accrued at the Net Mortgage Rate for such Mortgage Loan or Serviced Companion Loan on the amount of such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds during the period commencing on the date as of 




 

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which such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were applied to the unpaid principal balance of the Mortgage Loan or Serviced Companion Loan and ending on (and including) the day immediately preceding such Due Date (without regard to any Prepayment Premium, Yield Maintenance Charge actually collected).

 

“Prepayment Premium”:  Any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or payable on a Mortgage Loan or Serviced Companion Loan by a Borrower as the result of a Principal Prepayment thereon, not otherwise due thereon, in respect of principal or interest, which is intended to compensate the holder of the related Mortgage Note for prepayment.

 

“Pricing Date”:  September 20, 2019.

 

“Primary Servicing Fee Rate”:  With respect to each Serviced Mortgage Loan (other than any Servicing Shift Mortgage Loan), the rate per annum set forth on Exhibit B to this Agreement.  With respect to each Servicing Shift Mortgage Loan, prior to the related Servicing Shift Securitization Date, the applicable rate per annum set forth on Exhibit B to this Agreement.  With respect to each Non-Serviced Mortgage Loan, no Primary Servicing Fee Rate will be charged by the Master Servicer, but the Non-Serviced Mortgage Loan Primary Servicing Fee Rate (which, with respect to each such Non-Serviced Mortgage Loan as of the Closing Date, is set forth on Exhibit B to this Agreement under the column labeled “Primary Servicing Fee Rate”) is charged by the applicable Other Servicer pursuant to the related Other Pooling and Servicing Agreement.  For the avoidance of doubt, the Primary Servicing Fee Rate includes any fee rate payable to a Mortgage Loan Seller Sub-Servicer.

 

“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 and the Special Servicer with regard to any determination of the Prime Rate in accordance with the parenthetical in the preceding sentence.

 

“Principal Balance Certificate”: The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D, Class E, Class F, Class G-RR and Class H-RR Certificates.

 

“Principal Distribution Amount”: For any Distribution Date and the Principal Balance Certificates, the sum of (i) the Non-VRR Percentage of the Aggregate Principal Distribution Amount for such Distribution Date and (ii) the Principal Shortfall, if any, for the prior Distribution Date.

 

“Principal Prepayment”:  Any payment of principal made by a Borrower on a Mortgage Loan or Serviced Companion Loan which is received in advance of its scheduled due date and which is not accompanied by an amount of interest representing the full amount of 




 

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scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

 

“Principal Shortfall”:  For any Distribution Date, the amount, if any, by which (1) the Principal Distribution Amount for the prior Distribution Date exceeds (2) the aggregate amount actually distributed on the preceding Distribution Date to holders of the Principal Balance Certificates in respect of such Principal Distribution Amount.

 

“Private Certificate”:  Each of the Class X-B, Class X-D, Class X-F, Class D, Class E, Class F, Class G-RR, Class H-RR and Class R and Class VRR Interest Certificates, collectively.

 

“Private Global Certificate”:  Each of the Regulation S Global Certificates or Rule 144A Global Certificates with respect to the Private Certificates if and so long as such class of Certificates is registered in the name of a nominee of the Depository.

 

“Private Placement Memorandum”:  The Depositor’s Private Placement Memorandum, dated September 23, 2019, relating to the offering of the Private Certificates (other than the Class VRR Interest Certificates).

 

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

 

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




 

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

 

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

 

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

 

“Property Protection Expenses”:  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, any costs and expenses incurred by the Master Servicer or the Special Servicer pursuant to Section 3.04, Section 3.08(a), Section 3.10, Section 3.11, Section 3.15(a), Section 3.15(b), Section 3.15(c), 0 or Section 3.24(a) of this Agreement or indicated herein as being payable as a Servicing Advance or as a cost or expense of the Trust Fund (and, in the case of the Serviced Whole Loans, the Serviced 




 

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Companion Loan Noteholders but subject to the provisions of Section 1.02(e)) or the Lower-Tier REMIC or Upper-Tier REMIC to be paid out of the Collection Account.

 

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

 

“Prospectus”:  The Depositor’s Prospectus, dated September 23, 2019, relating to the offering of the Publicly Offered Certificates.

 

“PTCE”:  Prohibited Transaction Class Exemption.

 

“Publicly Offered Certificates”:  Each of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B and Class C Certificates.

 

“Publicly Offered Global Certificates”:  Each of the Publicly Offered Certificates, if and so long as the applicable Class of Publicly Offered Certificates is registered in the name of the Depository.

 

“Purchase Price”:  With respect to (i) any Mortgage Loan to be repurchased or purchased pursuant to Section 2.03(e) or Section 9.01 of this Agreement, (ii) any Specially Serviced Loan or any Serviced REO Loan to be sold pursuant to Section 3.16 of this Agreement or (iii) any Defaulted Loan that is a Non-Serviced Mortgage Loan to be sold by the Special Servicer in accordance with the proviso in Section 3.16(b) of this Agreement, an amount, calculated by the Master Servicer (with respect to Performing Loans) or the Special Servicer (with respect to Specially Serviced Loans or Serviced REO Loans), as applicable, equal to:

 

(a)           the outstanding principal balance of such Mortgage Loan (or related REO Loan) (including, to the extent required pursuant to the final sentence of this definition, any related Companion Loan) as of the date of purchase; plus

 

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

 

(c)           all related unreimbursed Servicing Advances plus accrued and unpaid interest on related Advances at the Reimbursement Rate, and all Special Servicing Fees (whether paid or unpaid) and Workout Fees allocable to such Mortgage Loan (and, in the case of a Non-Serviced Mortgage Loan, unpaid fees payable to the applicable servicer, Other Servicer, the Other Special Servicer or the Other Trustee allocable to such Mortgage Loan) and the related REO Loan, if any; plus

 

(d)           any Liquidation Fee due pursuant to Section 3.12 of this Agreement allocable to such Mortgage Loan (or related REO Loan) (including, to the extent required pursuant to the final sentence of this definition, any related Companion Loan) (which shall not include any Liquidation Fees if such affected Mortgage Loan is repurchased 




 

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prior to the expiration of the additional 90-day period immediately following the initial 90-day period under Section 2.03 of this Agreement); plus

 

(e)           all Additional Trust Fund Expenses allocable to such Mortgage Loan; plus

 

(f)            if such Mortgage Loan (or related REO Loan) is being purchased or substituted by a Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement, to the extent not otherwise included in the amount described in clause (c) of this definition, any unpaid Asset Representations Reviewer Asset Review Fee related to such Mortgage Loan and all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect of the Breach or Defect giving rise to the repurchase obligation, including any such expenses arising out of the enforcement of the repurchase obligation, including, without duplication, any such expenses previously reimbursed from the Collection Account or the applicable Serviced Whole Loan Collection Account, as applicable, plus accrued and unpaid interest thereon at the Reimbursement Rate, to the extent payable to the Master Servicer, the Special Servicer, the Certificate Administrator, the Asset Representations Reviewer or the Trustee; provided, however, that such out-of-pocket 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 Election or in exercising such Certificateholder’s or Certificate Owner’s, as applicable, rights under the dispute resolution mechanics pursuant to Section 2.03(k) hereof.

 

For purposes of this Agreement, (i) the “Purchase Price” in respect of a Serviced Companion Loan that is purchased by the related Mortgage Loan Seller shall be the purchase price paid by the related Mortgage Loan Seller under the related Other Pooling and Servicing Agreement or the applicable servicing agreement, (ii) with respect to a sale of an REO Property securing a Serviced Whole Loan, the term Mortgage Loan or REO Loan shall be construed to include any related Companion Loans and (iii) with respect to any Joint Mortgage Loan, the “Purchase Price” for each of the applicable Mortgage Loan Sellers shall be its respective percentage interest as of the Closing Date of the total Repurchase Price for such Joint Mortgage Loan.

 

“Qualified Affiliate”:  Any Person (a) that is organized and doing business under the laws of any state of the United States or the District of Columbia, (b) that is in the business of performing the duties of a servicer of mortgage loans (or, in the case of the Operating Advisor, that is in the business of performing the duties of an operating advisor), and (c) as to which 50% or greater of its outstanding voting stock or equity ownership interest are directly or indirectly owned by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, or by any Person or Persons who directly or indirectly own equity ownership interests in the Master Servicer, the Special Servicer or the Operating Advisor, as applicable.

 

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

 

“Qualified Insurer”:  As used in Section 3.08 of this Agreement,




 

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(i)            in the case of each Mortgage Loan or Serviced Pari Passu Whole Loan, 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” by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent (or higher)rating by (x) at least two NRSROs (which may include S&P, and/or KBRA) or (y) one NRSRO (which may include S&P, and/or KBRA) and AM Best), and (b) at least “A-” by S&P (or, if not rated by S&P, an equivalent rating by (x) at least two NRSROs (which may include Fitch and/or KBRA) or (y) one NRSRO (which may include Fitch or KBRA) and A.M. Best Company, Inc.),

 

(ii)            in the case of the fidelity bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(d) of this Agreement, a company that shall have a claims paying ability rated at least equal to any one of the following: (1) “A-” or better by S&P, (2) “A3” or better by Moody’s, (3) “A-” or better by Fitch, (4) “A (low)” or better by DBRS or (5) “A-:X” or better by A.M. Best,

 

or, in the case of clauses (i) and (ii), such other rating as to which the related Rating Agency (and, if applicable, the related Serviced Companion Rating Agency) has provided a Rating Agency Confirmation relating to the Certificates and any Serviced Companion Loan Securities (subject to the foregoing exceptions).

 

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

 

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

 

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




 

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Mortgage Loan with respect to which a Material Breach or Material Defect exists that must, on the date of substitution:  (i) have an outstanding Stated Principal Balance, after application of all scheduled payments of principal and/or interest due during or prior to the month of substitution, whether or not received, not in excess of the Stated Principal Balance of the Removed Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs; (ii) have a fixed Mortgage Rate not less than the Mortgage Rate of the Removed Mortgage Loan (determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan); (iii) have the same Due Date and a grace period no longer than that of the Removed Mortgage Loan; (iv) accrue interest on the same basis as the Removed Mortgage Loan (for example, on the basis of a 360-day year and the actual number of days elapsed); (v) have a remaining term to stated maturity not greater than, and not more than five years less than, the remaining term to stated maturity of the Removed Mortgage Loan; (vi) have a then-current loan to value ratio equal to or less than the lesser of (1) the loan to value ratio for the Removed Mortgage Loan as of the Closing Date and (2) 75%, in each case using the “value” for the Mortgaged Property as determined using an Appraisal prepared in accordance with the requirements of the FIRREA; (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 that will be delivered as a part of the related Servicing File; (ix) have a then-current Debt Service Coverage Ratio at least equal to the greater of (1) the original Debt Service Coverage Ratio of the Removed Mortgage Loan as of the Closing Date and (2) 1.25x; (x) be determined by an Opinion of Counsel (at the applicable Mortgage Loan Seller’s expense) to be a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code; (xi) not have a maturity date or an amortization period that extends to a date that is after the date that is two years prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those of the Replaced Mortgage Loan; (xiii) not be substituted for a Removed Mortgage Loan unless the Certificate Administrator and the Trustee have received a Rating Agency Confirmation from each of the Rating Agencies (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 no Control Termination Event has occurred and is not continuing, by the Directing Holder; (xv) prohibit defeasance within two years after the Closing Date; (xvi) not be substituted for a Removed Mortgage Loan if it would result in the termination of the REMIC status of any Trust REMIC or the imposition of tax on any Trust REMIC other than a tax on income expressly permitted or contemplated to be received by the terms of this Agreement, as determined by an Opinion of Counsel (at the cost of the applicable Mortgage Loan Seller); (xvii) have an engineering report that indicates no material adverse property condition or deferred maintenance with respect to the related Mortgaged Property that will be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments of principal and interest then due.  In the event that one or more mortgage loans are substituted for one or more Removed Mortgage Loans, then the amounts described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan must individually satisfy each of the requirements specified in clauses (ii) through (xviii) above, except the rates referred to 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 




 

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individual Mortgage Rate shall be lower than the highest Pass-Through Rate (that is a fixed rate not subject to a cap equal to the WAC Rate) of any Class of Principal Balance Certificates having an outstanding Certificate Balance.  When a Qualified Substitute Mortgage Loan is substituted for a Removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trustee and, for so long as no Consultation Termination Event has occurred and is continuing, the Directing Holder.

 

“RAC No-Response Scenario”:  As defined in Section 3.30(a).

 

“Rated Final Distribution Date”:  The Distribution Date in August 2057.  None of the Class H-RR, Class R or Class VRR Interest Certificates will have a Rated Final Distribution Date.

 

“Rating Agency”:  Any of S&P, Fitch or KBRA; provided that with respect to any matter affecting a Non-Serviced Mortgage Loan or any Serviced Whole Loan, “Rating Agency” shall also refer to any rating agency engaged to rate the Serviced Companion Loan Securities related to such Serviced Whole Loan or securities related to such Non-Serviced Mortgage Loan, as applicable.

 

“Rating Agency Confirmation” shall mean, with respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates if then rated by the Rating Agency; provided that a written waiver or other acknowledgment from any Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation from such Rating Agency with respect to such matter.  At any time during which no Certificates are rated by a Rating Agency, no Rating Agency Confirmation shall be required from that Rating Agency.  With respect to any matter affecting any Pari Passu Companion Loan, any Rating Agency Confirmation shall also refer to a comparable confirmation from the nationally recognized statistical rating organizations then rating the securities representing an interest in such loan with respect to such rating organizations’ respective ratings of such securities.

 

“Rating Agency Q&A Forum and Document Request Tool”:  As defined in Section 3.14(d) of this Agreement.

 

“Real Property”:  Land or improvements thereon such as buildings or other inherently permanent structures thereon (including items that are structural components of the buildings or structures), in each such case as such terms are used in the REMIC Provisions.

 

“Realized Loss”:  With respect to the Mortgage Loans and any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of the Principal Balance Certificates, after giving effect to distributions of principal on such Distribution Date, exceeds (ii) product of (A) the Non-VRR Percentage and (B) the aggregate Stated Principal Balance of 




 

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the Mortgage Loans in the Mortgage Pool (for purposes of this calculation, the aggregate Stated Principal Balance will not be reduced by the amount of principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances), including any REO Loans (but in each case, excluding any Companion Loan), as of the end of the last day of the related Collection Period.

 

“Reassignment of Assignment of Leases, Rents and Profits”:  As defined in Section 2.01(a)(viii) of this Agreement.

 

“Record Date”:  With respect to each Distribution Date, the close of business on the last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs.

 

“Regular Certificates”:  The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class X-D, Class X-F, Class A-M, Class B, Class C, Class D, Class E, Class F, Class G-RR, Class H-RR and Class VRR Interest Certificates.

 

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

 

“Regulation D”:  Regulation D under the Act.

 

“Regulation S”:  Regulation S under the Act.

 

“Regulation S Global Certificate”:  Each of the Class X-B, Class X-D, Class X-F, Class D, Class E, Class F, Class G-RR and Class H-RR Certificates issued as such on the Closing Date.

 

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

 

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

 

“Regulatory Agencies“ As defined in the definition of “Risk Retention Rule”.

 

“Reimbursement
Rate”: The rate per annum applicable
to the accrual of interest on Servicing Advances in accordance with Section 3.21(e) and P&I Advances in accordance
with Section 4.07(h), which rate per annum shall equal the Prime Rate, compounded annually. Interest at the Reimbursement
Rate will accrue from (and including) the date on which the related Advance is made or the related expense incurred to (but excluding)
the date on which such amounts are recovered out of amounts received on the Mortgage Loan as to which such Advances were made
or servicing expenses incurred or the first Master Servicer Remittance Date 


 

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after
a determination of non-recoverability, as the case may be, is made; provided that such interest at the Reimbursement Rate will
continue to accrue to the extent funds are not available in the Collection Accounts for such reimbursement of such Advance; provided,
further, that no interest will accrue on any P&I Advance (i) made with respect to a Mortgage Loan until after the related
Due Date has passed and any applicable Grace Period has expired or (ii) if the related Periodic Payment is received after the
Determination Date but on or prior to the Business Day immediately prior to the related Distribution Date.


 

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

 

“Relevant Servicing Criteria”:  The Servicing Criteria applicable to each Reporting Servicer (as set forth, with respect to the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee on Schedule II to this Agreement).  For clarification purposes, multiple Reporting Servicers can have responsibility for the same Relevant Servicing Criteria and some of the Servicing Criteria will not be applicable to certain Reporting Servicers.  With respect to a Servicing Function Participant engaged by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, the term “Relevant Servicing Criteria” refers to the items of the Relevant Servicing Criteria applicable to the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee that engaged such Servicing Function Participant that are applicable to such Servicing Function Participant based on the functions it has been engaged to perform.

 

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

 

“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.

 

“Removed Mortgage Loan”:  A Mortgage Loan which is repurchased from the Trust Fund pursuant to the terms hereof or as to which one or more Qualified Substitute Mortgage Loans are substituted.

 

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

 

(a)           except as provided in Section 856(d)(4) or Section 856(d)(6) of the Code, any amount received or accrued, directly or indirectly, with respect to such Serviced 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 




 

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percentage or percentages of receipts or sales and otherwise constitutes Rents from Real Property);

 

(b)           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 Sections 856(d)(2)(B) and Section 856(d)(5) of the Code;

 

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

 

(d)          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 Serviced REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1) (whether or not such charges are separately stated); and

 

(e)           rent attributable to personal property unless such personal property is leased under, or in connection with, the lease of such Serviced 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”:  As defined in Section 3.15(b) of this Agreement.

 

“REO Loan”:  Any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) or Serviced Whole Loan as to which the related Mortgaged Property has become an REO Property.

 

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

 

“REO Property”:  A Mortgaged Property title to which has been acquired by the Special Servicer on behalf of the Trust Fund through foreclosure, deed-in-lieu of foreclosure or otherwise, or in the case of a Non-Serviced Mortgage Loan, the Trust Fund’s beneficial interest in the Mortgaged Property acquired by the Other Trustee pursuant to the Other Pooling and Servicing Agreement.

 

“Replacement Mortgage Loan”:  Any Qualified Substitute Mortgage Loan that is substituted for one or more Removed Mortgage Loans.

 

“Reporting Servicer”:  As defined in Section 10.12 of this Agreement.

 

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

 

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




 

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

 

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

 

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

 

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

 

“Request
for Release”:  A request for a release signed by a Servicing Officer, substantially in the form of Exhibit E to this Agreement.

 

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

 

“Requesting
Holders”:  As defined in Section 4.08(b) of this Agreement.

 

“Requesting
Investor”: As defined in Section 5.05(a) of this Agreement.

 

“Reserve
Accounts”:  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole
Loan, reserve accounts, if any, established pursuant to the Mortgage or the Loan Agreement and any Escrow Account.  Any Reserve
Account may be a sub-account of a related Cash Collateral Account.  Any Reserve Account shall be beneficially owned for federal
income tax purposes by the Person who is entitled to receive the reinvestment income or gain thereon in accordance with the terms
and provisions of the related Mortgage Loan or Serviced Whole Loan and Section 3.07 of this Agreement, which Person
shall be taxed on all reinvestment income or gain thereon.  The Master Servicer shall be permitted to make withdrawals therefrom
for deposit into the related Cash Collateral Account, if applicable, or the Collection Account or for the purposes set forth under
the related Loan Documents for the related Mortgage Loan or Serviced Whole Loan.

 

“Resolution
Extension Period” shall mean:

 

(a)       
for purposes of remediating a Material Breach with respect to any Mortgage Loan, the 90-day period following the end of the applicable
Initial Resolution Period;

 

(b)       
for purposes of remediating a Material Defect with respect to any Mortgage Loan that is a Performing Loan at the commencement
of, and does not become a Specially Serviced Loan during, the applicable Initial Resolution Period, the period commencing at the
end of the applicable Initial Resolution Period and ending on, and including, the earlier of (i) the 90th day following the
end of such Initial Resolution Period and (ii) the 45th day following the applicable Mortgage Loan Seller’s receipt
of written notice from the Master Servicer or the Special Servicer of the occurrence of any Servicing Transfer Event with respect
to such Mortgage Loan subsequent to the end of such Initial Resolution Period;


 

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(c)       
for purposes of remediating a Material Defect with respect to any Mortgage Loan that is a Performing Loan as of the commencement
of the applicable Initial Resolution Period, but as to which a Servicing Transfer Event occurs during such Initial Resolution
Period, the period commencing at the end of the applicable Initial Resolution Period and ending on, and including, the 90th day
following the earlier of the end of such Initial Resolution Period and the applicable Mortgage Loan Seller’s receipt of
written notice from the Master Servicer or the Special Servicer of the occurrence of such Servicing Transfer Event; and

 

(d)      
for purposes of remediating a Material Defect with respect to any Mortgage Loan that is a Specially Serviced Loan as of the commencement
of the applicable Initial Resolution Period, zero (-0-) days; provided that, if the applicable
Mortgage Loan Seller did not receive written notice from the Master Servicer or the Special Servicer of the relevant Servicing
Transfer Event as of the commencement of the applicable Initial Resolution Period, then such Servicing Transfer Event shall be
deemed to have occurred during such Initial Resolution Period and clause (c) of this definition will be deemed to apply.

 

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

 

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

 

“Responsible
Officer”:  When used with respect to the Trustee or the Certificate Administrator, any officer of the
Trustee or the Certificate Administrator, as the case may be, assigned to the Corporate Trust Office of such party; in each case,
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,
in the case of any certification required to be signed by a Responsible Officer, such an officer whose name and specimen signature
appears on a list of corporate trust officers furnished to the Master Servicer by the Trustee and the Certificate Administrator,
as such list may from time to time be amended.

 

“Restricted
Certificate”:  As defined in Section 5.02(k) of this Agreement.

 

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

 

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

 

“Retained
Certificate”:  Individually and collectively, (i) the HRR Certificates and (ii) the Class VRR Interest Certificates.

 

“Retained
Defeasance Rights and Obligations”: Any of the rights and obligations of GACC and CREFI defined in Section 3.26(i).

 

“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 Retained Certificates in proportions equal to their respective Percentage Interests.

 

“Retaining
Party”:  Any Holder of a Retained Certificates and any successor Holder of such Retained Certificate.

 

“Retaining
Sponsor”: GACC.

 

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

 

“Risk
Retention Consultation Party”: Each of (i) the party selected by DBNY, (ii) the party selected by JPMCB and
(iii) the party selected by CREFI.  The Certificate Administrator and the other parties hereto shall be entitled to
assume that the identity of any Risk Retention Consultation Party has not changed until such parties receive written notice of
a replacement of such Risk Retention Consultation Party from DBNY (in the case of the VRR1 Risk Retention Consultation Party),
JPMCB (in the case of the VRR2 Risk Retention Consultation Party) or CREFI (in the case of the VRR3 Risk Retention Consultation
Party), as confirmed by the Certificate Registrar.  Notwithstanding the foregoing, no Risk Retention Consultation Party shall
have any consultation rights with respect to any related Excluded Loan.  For the avoidance of doubt, there may be multiple
Risk Retention Consultation Parties.  The initial VRR1 Risk Retention Consultation Party shall be DBNY, the initial VRR2
Risk Retention Consultation Party shall be JPMCB and the initial VRR3 Risk Retention Consultation Party shall be CREFI.

 

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 to the Master Servicer or the Special Servicer, as applicable, then until such time as
a 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.

 

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“Risk
Retention Rule”: The Credit Risk Retention regulations, 79 Fed. Reg. 77601, pages 77740-77766 (Dec. 24, 2014),
jointly promulgated by 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 (the “Regulatory Agencies”) to implement the credit risk retention requirements
under 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 regulations may be amended from time to time by such Regulatory Agencies, and subject to such clarification
and interpretation as have been provided by such Regulatory Agencies, whether in the adopting release, or as may be provided by
any such Regulatory Agency or its staff from time to time, in each case, as effective from time to time as of the applicable compliance
date specified therein.

 

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

 

“Rule 144A
Global Certificate”:  Each of the Class X-B, Class X-D, Class X-F, Class D, Class E, Class F,
Class G-RR and Class H-RR Certificates issued as such on the Closing Date.

 

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

 

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

 

“S&P”: 
S&P Global, a Standard and Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business,
or its successor in interest.  If neither such rating agency 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 other parties hereto, and specific ratings of S&P herein
referenced shall be deemed to refer to the equivalent ratings of the party so designated.

 

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

 

“Sarbanes
Oxley Certification”:  As defined in Section 10.08 of this Agreement.

 

“Schedule
AL Additional File”:  With respect to each CREFC® Schedule AL File prepared by the Master
Servicer pursuant to Section 3.13(a), any data file containing additional 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 any Distribution Date and the Mortgage Loans, the aggregate
of the principal portions of the following: (a) all Periodic Payments (excluding Balloon Payments) with respect to the Mortgage
Loans due during or, if and to the extent not previously received or advanced pursuant to Section 4.07 in respect of a preceding Distribution Date (and not previously distributed to Certificateholders), prior to, the related
Collection Period, and all Assumed Scheduled Payments with respect to the Mortgage 

 

     -99-


     


     


Loans
for the related Collection Period, in each case to the extent either (i) paid by the Borrower as of the Determination Date
(or, with respect to each Mortgage Loan with a Due Date occurring or a grace period ending, after the related Determination Date,
the related Due Date or last day of such grace period, as applicable, to the extent received by the Master Servicer as of
the Business Day preceding the Master Servicer Remittance Date) or (ii) advanced by the Master Servicer or the Trustee, as
applicable, pursuant to Section 4.07
in respect of such Distribution Date, and (b) all
Balloon Payments with respect to the Mortgage Loans to the extent received on or prior to the related Determination Date (or,
with respect to each Mortgage Loan with a Due Date occurring or a grace period ending, after the related Determination Date, the
related Due Date or last day of such grace period, as applicable, to the extent received by the Master Servicer as of the Business
Day preceding the Master Servicer Remittance Date), and to the extent not included in clause (a)
above.

 

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

 

“Securities
Legend”:  As defined in Section 5.02(c)(iii) of this Agreement.

 

“Serviced
AB Whole Loan” means any Whole Loan serviced pursuant to this Agreement comprised of a Serviced Mortgage Loan, a Serviced
Subordinate Companion Loan and, in certain cases, one or more Pari Passu Companion Loans. For the avoidance of doubt, there are
no Serviced AB Whole Loans related to the Trust.

 

“Serviced
AB Whole Loan Major Decision”: With respect to any Serviced AB Whole Loan, shall have the meaning assigned to the term
“Major Decision” in the related Intercreditor Agreement.

 

“Serviced
Companion Loan”:  Each of the Companion Loans for which the corresponding Whole Loan is identified as “Serviced”
under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement.

 

“Serviced
Companion Loan Noteholder”:  Any holder of a Serviced Companion Loan; provided
that for so long as a Serviced Companion Loan is included in an Other Securitization, for purposes of providing
or distributing any reports, statements, notices or other information required or permitted to be provided to a Serviced Companion
Loan Noteholder hereunder, “Serviced Companion Loan Noteholder” shall also include the related Other Servicer.

 

“Serviced
Companion Loan Noteholder Register”:  As defined in Section 3.27(b) of this Agreement.

 

“Serviced
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.

 

“Serviced
Companion Loan Rating Agency Confirmation”:  With respect to any matter involving the servicing and administration
of a Serviced Companion Loan or Serviced 

  

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REO
Loan as to which any Serviced Companion Loan Securities exist, confirmation in writing (which may be in electronic form) by each
applicable Serviced 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 such Serviced Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from a Serviced Companion Loan Rating Agency indicating
its decision not to review or declining to review the matter for which the Serviced Companion Loan Rating Agency Confirmation
is sought (such written notice, a “Serviced Companion Loan Rating Agency Declination”), or as otherwise provided
in Section 3.30 of this Agreement, the requirement for the Serviced Companion Loan Rating Agency Confirmation from
the applicable Serviced Companion Loan Rating Agency with respect to such matter shall not apply.

 

“Serviced
Companion Loan Securities”:  With respect to any Serviced Companion Loan so long as the related Mortgage
Loan or any successor Serviced REO Loan is part of the Mortgage Pool, any class of securities backed by such Serviced Companion
Loan.  Any reference herein to a “series” of Serviced Companion Loan Securities shall refer to separate securitizations
of one or more of the Serviced Companion Loans.

 

“Serviced
Companion Loan Service Provider”:  With respect to any Serviced Mortgage Loan, any related Other Trustee,
Other Servicer, Other Special Servicer and any related sub-servicer, as applicable, and any other Person that makes principal
and/or interest advances in respect of such mortgage loan pursuant to the related Other Pooling and Servicing Agreement.

 

“Serviced
Mortgage Loan”:  Any Mortgage Loan that is included in the Trust and serviced under this Agreement. 
For the avoidance of doubt, “Serviced Mortgage Loans” exclude any Non-Serviced Mortgage Loan.

 

“Serviced
Pari Passu Companion Loan”:  A Pari Passu Companion Loan that is part of a Serviced Whole Loan.

 

“Serviced
Pari Passu Companion Loan Noteholder”:  Any holder of a Serviced Pari Passu Companion Loan.

 

“Serviced
Pari Passu Whole Loan”: Each of the Whole Loans identified as “Serviced” under the column entitled
“Type” in the “Whole Loan” chart in the Preliminary Statement that has at least one Serviced Pari Passu
Companion Loan.

 

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

 

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

 

“Serviced
Subordinate Companion Loan”:  With respect to any Serviced AB Whole Loan, any subordinate promissory
note that is part of such Whole Loan that is subordinate to the related Serviced Mortgage Loan.  With respect to each of
the Whole Loans  

  

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identified
as “Serviced” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary
Statement, the related Companion Loans identified as “Subordinate” under the column entitled “Companion Loan
Type” shall be Serviced Subordinate Companion Loans related to the Trust.

 

“Serviced
Whole Loan”:  Each of the Whole Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement.

 

“Serviced
Whole Loan Collection Account”:  With respect to each Serviced Whole Loan, the separate account or sub-account
created and maintained by the Master Servicer pursuant to Section 3.05(g) on behalf of the Certificateholders
and the related Serviced Companion Loan Noteholders, which shall be entitled “Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of
the Holders of Deutsche Mortgage & Asset Receiving Corporation, Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2019-B13, Serviced Whole Loan Collection Account.”  Amounts in any Serviced Whole Loan Collection
Account applicable to the related Serviced Companion Loans shall not be assets of the Trust Fund, but instead shall be held by
the Master Servicer on behalf of the Trust Fund (in respect of amounts reimbursable therefrom) and, the related Serviced Companion
Loan Noteholders.  Any such account or sub-account shall be an Eligible Account or a sub-account of an Eligible Account (including
a sub-account of the Collection Account).

 

“Serviced
Whole Loan Remittance Amount”:  For each distribution date that a Master Servicer is required to make a
distribution to a Serviced Companion Loan Noteholder pursuant to Section 3.05(h)
and with respect to each Serviced Whole Loan and related Mortgaged Property (if it becomes a Serviced REO Property), any amount
received by the Master Servicer (or, with respect to a Serviced REO Property, the Special Servicer) during the related Collection
Period that is payable to the Serviced Companion Loan Noteholder(s) pursuant to the related Intercreditor Agreement or to be remitted
to the Collection Account.

 

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

 

“Serviced
Whole Loan REO Account”:  As defined in Section 3.15(b) of
this Agreement.

 

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

 

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“Service(s)(ing)”: 
In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans or any other assets of the Trust by
an entity that meets the definition of “servicer” set forth in Item 1101 of Regulation AB and is referenced in
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.

 

“Servicer
Termination Event”:  A Master Servicer Termination Event or Special Servicer Termination Event, as applicable.

 

“Servicing
Advance”:  All customary, reasonable and necessary “out of pocket” costs and expenses (including
attorneys’ fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate
Administrator, or the Trustee, as applicable, in connection with the servicing and administering of (a) a Serviced Mortgage
Loan and any related Serviced Companion Loan, in respect of which a default, delinquency or other unanticipated event has occurred
or as to which a default is reasonably foreseeable or (b) a Mortgaged Property securing a Serviced Mortgage Loan or an REO
Property, including, in the case of each of such clause (a) and clause (b),
but not limited to, (x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section 3.04,
(ii) the preservation, restoration and protection of a Mortgaged Property, (iii) obtaining any Insurance and Condemnation
Proceeds or any Liquidation Proceeds of the nature described in clauses (i) –
(vi) of the definition of “Liquidation Proceeds,” (iv) any enforcement
or judicial proceedings with respect to a Mortgaged Property, including foreclosures and (v) the operation, leasing, management,
maintenance and liquidation of any REO Property and (y) any amount specifically designated herein to be paid as a “Servicing
Advance”.  Notwithstanding anything to the contrary, “Servicing Advances” shall not include allocable overhead
of the Master Servicer or the Special Servicer, such as costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party
in connection with its purchase of a Mortgage Loan or REO Property.  None of the Master Servicer, the Special Servicer or
the Trustee shall make any Servicing Advance in connection with the exercise of any cure rights or purchase rights granted to
the holder of a Companion Loan under the related Intercreditor Agreement or this Agreement.

 

“Servicing
Compensation”:  With respect to any Collection Period, the related Servicing Fee, Net Prepayment Interest
Excess, if any, and any other fees, charges or other amounts payable to the Master Servicer under this Agreement for such period.

 

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

 

“Servicing
Fee”:  With respect to each Mortgage Loan or Serviced Companion Loan and for any Distribution Date, an amount
per Interest Accrual Period equal to the product of (i) the respective Servicing Fee Rate (adjusted to a monthly rate) and
(ii) the Stated Principal Balance of such Mortgage Loan or Serviced Companion Loan as of the Due Date in the immediately
preceding Collection Period (without giving effect to payments of principal on such Mortgage Loan or Serviced Pari Passu Companion
Loan on such Due Date).  The Servicing Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement.  For 

 

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the
avoidance of doubt, with respect to each Mortgage Loan, the Servicing Fee shall be deemed payable from the Lower-Tier REMIC.  
 

“Servicing
Fee Amount”:  With respect to the Master Servicer and any date of determination, the aggregate of the products
obtained by multiplying, for each Mortgage Loan or Serviced Pari Passu Companion Loan, (a) the Stated Principal Balance of
such Mortgage Loan or Serviced Pari Passu Companion Loan as of the end of the immediately preceding Collection Period and (b) the
difference between the Servicing Fee Rate for such Mortgage Loan or Serviced Pari Passu Companion Loan over the servicing fee
rate (if any) applicable to such Mortgage Loan or Serviced Pari Passu Companion Loan as specified in any Sub-Servicing Agreement
related to such Mortgage Loan or Serviced Pari Passu Companion Loan.  With respect to each Sub-Servicer and any date of determination,
the aggregate of the products obtained by multiplying, for each Mortgage Loan or Serviced Pari Passu Companion Loan serviced by
such Sub-Servicer, (a) the Stated Principal Balance of such Mortgage Loan or Serviced Pari Passu Companion Loan as of the
end of the immediately preceding Collection Period and (b) the servicing fee rate specified in the related Sub-Servicing
Agreement for such Mortgage Loan or the Serviced Pari Passu Whole Loan.

 

“Servicing
Fee Rate”:  (A) With respect to each Mortgage Loan, the sum of the Master Servicing Fee Rate and the related
Primary Servicing Fee Rate, if any, which rates per annum are set forth on Exhibit B to this Agreement, and (B) with respect to each Serviced Companion Loan, the rate set forth on Exhibit B to
this Agreement under the column labeled “Primary Servicing Fee Rate”.

 

“Servicing
File”:  As defined in the related Mortgage Loan Purchase Agreement and including any original or copy of
any replacement comfort letter related to any hospitality property following receipt thereof by the Master Servicer.

 

“Servicing
Function Participant”:  Any Person, other than the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor or the Asset Representations Reviewer, that, within the meaning of Item 1122
of Regulation AB, is performing activities that address the Servicing Criteria, unless such Person’s activities relate
only to 5% or less of the Mortgage Loans (based on their Stated Principal Balance) or the Master Servicer has assumed responsibility
for the servicing activity, as provided for under Regulation AB.  No Non-Serviced Mortgage Loan Service Provider shall
be a Servicing Function Participant retained by any Servicing Function Participant that is a party to this Agreement, unless such
party is a Servicing Function Participant in connection with its servicing obligations under this Agreement.

 

“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/or 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 Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the 

 

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Trustee
by the Master Servicer or the Special Servicer, as applicable, as such list may from time to time be amended.  
 

“Servicing
Shift Lead Note”:  With respect to each Servicing Shift Whole Loan, as of any date of determination, the
note or other evidence of indebtedness and/or agreements evidencing the indebtedness of the related Borrower under the related
Servicing Shift Whole Loan including any amendments or modifications, or any renewal or substitution notes, as of such date, the
sale of which to the related Other Securitization will cause servicing to shift from this Agreement to the related Other Pooling
and Servicing Agreement pursuant to the terms of the related Intercreditor Agreement for such Servicing Shift Whole Loan. For
the avoidance of doubt, there are no Servicing Shift Lead Notes related to the Trust.

 

“Servicing
Shift Mortgage Loan” With respect to each Servicing Shift Whole Loan, the related Mortgage Loan included in the
Trust Fund that will be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift
to the pooling and servicing agreement entered into in connection with the securitization of the related Controlling Companion
Loan on and after the date of such securitization.  For the avoidance of doubt, there are no Servicing Shift Mortgage Loan
related to the Trust.

 

“Servicing
Shift Securitization Date”:  With respect to each Servicing Shift Whole Loan, the date on which the related
Servicing Shift Lead Note (or Controlling Companion Loan) is included in a related Other Securitization, provided that such holder of such Servicing Shift Lead Note (or Controlling Companion Loan) provides each of the parties to
this Agreement (in each case only to the extent such party will not also be a party to the related Other Securitization) with
notice in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead Note (or Controlling
Companion Loan) is to be included in such Other Securitization, which notice shall include contact information for each party
to the related Other Pooling and Servicing Agreement and the identity of the other related “controlling class representative”
(or analogous term).  For the avoidance of doubt, there is no Whole Loan related to the Trust that will have a Servicing
Shift Securitization Date.

 

“Servicing
Shift Whole Loan”:  A Whole Loan that is serviced and administered pursuant to this Agreement.  As
of the Closing Date, each Whole Loan identified as a “Serviced Whole Loan” or “Servicing Shift Whole Loan”
under the heading “Whole Loan Type” in the Preliminary Statement hereto is a Serviced Whole Loan. After the related
Servicing Shift Securitization Date, such Servicing Shift Whole Loan will cease to be a Serviced Whole Loan.

 

“Servicing
Standard”:  With respect to the Master Servicer and the Special Servicer, to diligently service and administer
the applicable Serviced Mortgage Loans and any related Serviced Companion Loans, Specially Serviced Loans and Serviced REO Loans
for which each is responsible in the best interests of and for the benefit of all of the Certificateholders and, in the case of
any Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders
and Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with any related
Subordinate Companion Loan(s), taking into account the subordinate nature of such Subordinate Companion Loan(s)), as determined
by the Master Servicer or the Special Servicer, as the case may be, in the exercise of its reasonable judgment) in accordance
with applicable law, 

 

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the
terms of this Agreement, the applicable Loan Documents and any related Intercreditor Agreement, and to the extent consistent with
the foregoing, in accordance with the higher of the following standards of care:  
 

(a)       
the same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special
Servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, and

 

(b)       
the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services
and administers similar mortgage loans owned, if any, by the Master Servicer or the Special Servicer, as the case may be.

 

In
either case, with a view to the timely recovery of all payments of principal and interest under the applicable Mortgage Loans
or Serviced Whole Loans or, in the case of a Specially Serviced Loan or an REO Property, the maximization of timely recovery of
principal and interest on a net present value basis (determined in accordance with the Loan Documents or, if the Loan Documents
are silent, at the Calculation Rate) on the applicable Mortgage Loans or Serviced Whole Loans, and the best interests of the Trust
and the Certificateholders and, in the case of any Serviced Whole Loan, the related Serviced Companion Loan Noteholders, (as a
collective whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable, constituted a single lender
(and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the pari passu or
subordinate nature of such Subordinate Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case
may be, in its reasonable judgment in either case, giving due consideration to the customary and usual standards of practice of
prudent institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to
any potential conflict of interest arising from (a) any relationship that the Master Servicer or the Special Servicer, as
the case may be, or any Affiliate of the Master Servicer or the Special Servicer, may have with the related Borrower, any Mortgage
Loan Seller, any other party to this Agreement or any Affiliate of the foregoing; (b) the ownership of any Certificate or
any interest in any Non-Serviced Companion Loan, Serviced Companion Loan or any mezzanine loan or subordinate debt relating to
a Mortgage Loan by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (c) the Master
Servicer’s obligation, if any, to make Advances; (d) the Master Servicer’s or the Special Servicer’s,
as the case may be, right to receive compensation or reimbursement of costs for its services hereunder or with respect to any
particular transaction; (e) the ownership, servicing or management for others of any other mortgage loans, subordinate debt,
mezzanine loans or mortgaged properties not covered by this Agreement by the Master Servicer or the Special Servicer or any Affiliate
of the Master Servicer or the Special Servicer, as applicable; (f) any debt that the Master Servicer or the Special Servicer
or any Affiliate of the Master Servicer or the Special Servicer, as applicable, has extended to any Borrower or an Affiliate of
any Borrower (including, without limitation, any mezzanine financing); (g) any option to purchase any Mortgage Loan or the related
Companion Loan the Master Servicer or Special Servicer, as the case may be, or any of its affiliates may have; (h)  any obligation
of the Master Servicer, the Special Servicer or one of their respective Affiliates, to repurchase or substitute for a Mortgage
Loan as Mortgage Loan Seller (if the 

 

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Master
Servicer or the Special Servicer or one of their respective affiliates is a Mortgage Loan Seller).

 

“Servicing
Transfer Event”:  An event specified in the definition of Specially Serviced Loan. 
 

“Significant
Obligor”:  (a) Any obligor (as defined in Item 1101(i) of Regulation AB) or group of affiliated obligors
on any Mortgage Loan or group of Mortgage Loans that represent, as of the Closing Date, 10% or more of the Mortgage Pool (by principal
balance as of the Cut-off Date); or (b) any single Mortgaged Property or group of Mortgaged Properties securing any Mortgage Loan
or group of cross-collateralized and/or cross-defaulted Mortgage Loans that represent, as of the Closing Date, 10% or more of
the Mortgage Pool (by principal balance as of the Cut-off Date.  For the avoidance of doubt, as of the Closing Date, there
are no Significant Obligors relating 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), the date that is fifteen (15) days after the Relevant Distribution
Date occurring on or immediately following the date on which financial statements for such calendar quarter are required to be
delivered to the related lender under the related Loan Documents. 

 

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

 

“Similar
Law”:  As defined in Section 5.02(k) of this Agreement.

 

“Small
Loan Appraisal Estimate”:  With respect to any Serviced Mortgage Loan and any related Serviced Companion
Loan having a Stated Principal Balance of less than $2,000,000, the Special Servicer’s good faith estimate of the value
of the Mortgaged Property securing such Mortgage Loan or Serviced Whole Loan, as certified to the Master Servicer by the Special
Servicer.

 

“Sole
Certificateholder”:  Any Holder (or Holders, provided that they act in unanimity) holding 100% of
the then outstanding Certificates (including Certificates with Certificate Balances that have been actually or notionally reduced
by any Realized Losses or VRR Realized Losses, as applicable, or Appraisal Reduction Amounts, but excluding the Class R Certificates)
or an assignment of the Voting Rights thereof; provided that the Notional Amounts or the Certificate Balances, as applicable,
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-SB, Class A-3, Class A-4, Class A-M,
Class B, Class C, Class D and Class E Certificates have been reduced to zero.

 

“Special
Notice”:  Any (a) notice transmitted to Certificateholders pursuant to Section 5.05(c)
of this Agreement, (b) notice of any request by at least 25% of the Voting Rights of the Certificates to terminate and replace
the Special Servicer pursuant to Section 3.22(d) of this Agreement, (c) notice of any request by at least 15%
of the Voting Rights of the Certificates to terminate and replace the Operating Advisor pursuant to Section 7.07(b)
of this Agreement and (d) notice transmitted to Certificateholders pursuant to Section 3.22(c) of this Agreement.

 

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“Special
Servicer”: With respect to (i) each of the Serviced Mortgage Loans (other than any Excluded Special Servicer
Mortgage Loan) and any related Serviced Companion Loans, CWCapital Asset Management LLC, a Delaware limited liability company
or its successor in interest, or any successor special servicer appointed as provided herein and (ii) with respect to any Excluded
Special Servicer Mortgage Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 3.22(j) of this Agreement, as applicable and as the context may require.

 

“Special
Servicer Major Decision”: (i) Any Major Decision under clauses (1)(a)(i), (1)(a)(ii), (1)(a)(iii)(C),
(1)(b)(ii) and (1)(e) through (1)(n) and (ii) any Major Decision under clauses (i), (ii) (other
than to the extent such action is described in clause (1)(a)(iii)(A) or (1)(a)(iii)(B) of the definition of “Major
Decision”), (iii) through (viii), (x) (with respect to franchise changes), (xi), (xii),
(xv), (xvii), (xviii) and (xxii) of the definition of “Major Decision” related to any
Serviced AB Whole Loan.

 

“Special
Servicer Non-Major Decision”:  With respect to any Performing Loan, (other than a Non-Serviced Mortgage
Loan), the following actions shall be subject to the Special Servicer’s processing and consent or, if mutually agreed to
by the Special Servicer and the Master Servicer, the Master Servicer shall process such request subject to the consent of the
Special Servicer:

 

(a)       
waivers regarding receipt of financial statements (other than immaterial timing waivers); and

 

(b)       
decisions regarding whether or not to cure a ground lease.

 

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

 

“Special
Servicer Termination Event”:  As defined in Section 7.01(b) of
this Agreement.

 

“Special
Servicing Compensation”:  With respect to any Serviced Mortgage Loan and any related Serviced Companion
Loan, any of the Special Servicing Fee, Workout Fee, Liquidation Fee and any other fees, charges or other amounts which shall
be due to the Special Servicer that are expressly provided for in Section 3.12 of this Agreement.

 

“Special
Servicing Fee”:  With respect to each Specially Serviced Loan (or Serviced REO Loan) for each calendar month
(or portion thereof), the fraction of the Special Servicing Fee Rate applicable to such month, or portion thereof (determined
using the same interest accrual methodology that is applied with respect to the Mortgage Rate for such Mortgage Loan  for
such month) multiplied by the Stated Principal Balance of such Specially Serviced Loan as of the Due Date (without giving effect
to all payments of principal on such Specially Serviced Loan or Serviced REO Loan on such Due Date) in the Collection Period prior
to such Distribution Date (or, in the event that a Principal Prepayment in full or an event described in clauses (i)-(vii) under
the definition of Liquidation Proceeds has occurred with respect to any such Specially Serviced Loan or Serviced REO Loan on a
date that is not a Due Date, on the 

 

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basis
of the actual number of days to elapse from and including the most recently preceding related Due Date to but excluding the date
of such Principal Prepayment or Liquidation Proceeds event in a month consisting of 30 days).  For the avoidance of
doubt, the Special Servicing Fee shall be deemed to be paid from the Lower-Tier REMIC with respect to the Mortgage Loans.  
 

“Special
Servicing Fee Rate”:  A rate equal to 0.25% per annum, with a minimum
monthly fee of $3,500.

 

“Specially
Serviced Loan”:  Subject to Section 3.23 of this Agreement, any Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or Serviced Companion Loan with respect to which:

 

(a)       
either (i) with respect to such Mortgage Loan or Serviced Companion Loan, other than a Balloon Loan, a payment default shall
have occurred on such Mortgage Loan or Serviced Companion Loan at its Maturity Date or, if the Maturity Date of such Mortgage
Loan or Serviced Companion Loan has been extended in accordance herewith, a payment default occurs on such Mortgage Loan or Serviced
Companion Loan at its extended Maturity Date or (ii) with respect to a Balloon Loan, a payment default shall have occurred
with respect to the related Balloon Payment; provided that if (A) the related Borrower is diligently seeking a refinancing
or sale of the related Mortgaged Property or Mortgaged Properties and delivers, on or before the related Maturity Date or extended
Maturity Date, a statement to that effect, and delivers, on or before the related Maturity Date or extended Maturity Date, a refinancing
commitment, letter of intent or otherwise binding application for refinancing from an acceptable lender or a signed purchase agreement
reasonably acceptable to the Master Servicer (who shall promptly deliver a copy to the Special Servicer, the Operating Advisor
and the Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing), (B) the
related Borrower continues to make its Assumed Scheduled Payment, and (C) no other Servicing Transfer Event shall have occurred
with respect to such Mortgage Loan or Serviced Companion Loan, then a Servicing Transfer Event will not occur until the earlier
of (1) 120 days beyond the related Maturity Date or extended Maturity Date and (2) the termination of the refinancing commitment;

 

(b)       
any Periodic Payment (other than a Balloon Payment or any other payment due under clause (a)(i) above in this definition), or
any amount due on a monthly basis as an Escrow Payment or reserve funds, is 60 days or more delinquent;

 

(c)       
the Master Servicer determines in its reasonable business judgment, exercised in accordance with the Servicing Standard, that
(x) a default consisting of a failure to make a payment of principal or interest is reasonably foreseeable or there is a
significant risk of such default or (y) any other default that is likely to impair the use or marketability of the related
Mortgaged Property or the value of the Mortgaged Property as security for the Mortgage Loan or, if applicable, Serviced Companion
Loan is reasonably foreseeable or there is a significant risk of such default, which monetary or other default, in either case,
would likely continue unremedied beyond the applicable grace period (or, if no grace period is specified, for a period of 60 days)
and is not likely 

 

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to
be cured by the related Borrower within 60 days or, except as provided in clause (a)(ii) above, in the case of a Balloon
Payment, for at least 30 days;

 

(d)      
the related Borrower has become the subject of a decree or order of a court or agency or supervisory authority having jurisdiction
in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, or the
appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs;

 

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

 

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

 

(g)      
a default, of which the Master Servicer or Special Servicer has notice (other than a failure by such related Borrower to pay principal
or interest) and which in the opinion of the Master Servicer or Special Servicer materially and adversely affects the interests
of the Certificateholders or any holder of a Serviced Companion Loan, if applicable, occurs and remains unremedied for the applicable
grace period specified in the Loan Documents for such Mortgage Loan or Serviced Companion Loan (or if no grace period is specified
for those defaults which are capable of cure, 60 days); or

 

(h)      
the Master Servicer or Special Servicer receives notice of the foreclosure or proposed foreclosure of any lien on the related
Mortgaged Property (each of clause (a) through (h), a “Servicing Transfer Event”);



 


provided that such Mortgage Loan or Serviced Companion Loan will cease to be a Specially Serviced Loan (each, a “Corrected
Mortgage Loan”) (i) with respect to the circumstances described in clauses (a) and (b) above, when
the related Borrower thereunder has brought such Mortgage Loan or Serviced Companion Loan current and thereafter made three consecutive
full and timely Periodic Payments, including pursuant to any workout of such Mortgage Loan or Serviced Companion Loan, (ii) with
respect to the circumstances described in clauses (c), (d), (e), (f) and (h) above, when such circumstances cease to exist
in the good faith judgment of the Special Servicer, or (iii) with respect to the circumstances described in clause (g)
above, when such default is cured (as determined by the Special Servicer in accordance with the Servicing Standard) or waived
by the Special Servicer; provided that, in each case, at that time no circumstance exists (as described above) that would
cause such Mortgage Loan or Serviced Companion Loan to continue to be characterized as a Specially Serviced Loan.

 

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Notwithstanding
the foregoing, the Special Servicer may elect to deliver a written notice to the Master Servicer that a Mortgage Loan should be
a Specially Serviced Loan as a result of reasonably foreseeable default under clause (c) above. Upon receipt of any such written
notice, the Master Servicer shall deliver an Officer’s Certificate to each of the depositor and the special servicer with
its determination of whether to transfer such Mortgage Loan to special servicing under clause (c) above and the reasons for such determination,
and such determination will be conclusive with respect to a servicing transfer at that time.

 

If
a Servicing Transfer Event exists with respect to any Mortgage Loan included in a Serviced Whole Loan, then it will also be deemed
to exist with respect to the related Serviced Companion Loans, and vice versa.

 

“Startup
Day”:  In the case of the Upper-Tier REMIC and the Lower-Tier REMIC, the day designated as such pursuant
to Section 2.06(a) of this Agreement.

 

“Stated
Principal Balance”:  With respect to any Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan,
as applicable, on any date of determination, the principal balance as of the Cut-off Date of such Mortgage Loan, Serviced Companion
Loan or Serviced Whole Loan (or in the case of a Replacement Mortgage Loan, the outstanding principal balance as of the related
date of substitution and after application of all scheduled payments of principal and interest due on or before the related Due
Date in the month of substitution, whether or not received), as reduced (to not less than zero) on each Distribution Date by (i) all
payments (or P&I Advances in lieu thereof) of, and all other collections allocated as provided in Section 1.02
of this Agreement to, principal of or with respect to such Mortgage Loan, the Serviced Companion Loan or Serviced Whole Loan,
as applicable, that are distributed to the Certificateholders on such Distribution Date or Serviced Companion Loan Noteholders
on the related remittance date in the same calendar month as such Distribution Date or applied to any other payments required
under this Agreement or related Intercreditor Agreement on or prior to such Distribution Date, and (ii) any principal forgiven
by the Special Servicer (or with respect to a Non-Serviced Mortgage Loan, by the related Other Special Servicer or other applicable
servicer) and other principal losses realized in respect of such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan
during the related Collection Period (or with respect to a Non-Serviced Mortgage Loan, other principal losses realized in respect
of such Non-Serviced Mortgage Loan during the related Collection Period as determined in accordance with the terms of the Other
Pooling and Servicing Agreement).

 

A
Mortgage Loan or any related REO Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal
Balance until the Distribution Date on which Liquidation Proceeds, if any, are to be (or, if no such Liquidation Proceeds are
received, would have been) distributed to Certificateholders.  The Stated Principal Balance of any Mortgage Loan or Serviced
Whole Loan with respect to which the Master Servicer or Special Servicer has made a Final Recovery Determination is zero.

 

“Sub-Servicer”: 
Any Person engaged by the Master Servicer or the Special Servicer (including, for the avoidance of doubt, each Mortgage Loan Seller
Sub-Servicer and any 

 

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primary
servicer) to perform servicing activities with respect to one or more Mortgage Loans or REO Loans.

 

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

“Subcontractor”: 
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority
of the Master Servicer or a Servicing Function Participant.

 

“Subject
Loans”:  As defined in Section 11.02(a).

 

“Subordinate
Companion Loan”:  With respect to any Whole Loan, any related subordinated loan not included in the Trust,
which is subordinated in right of payment to the related Mortgage Loan to the extent set forth in the related Intercreditor Agreement,
which are identified as “Subordinate” in the chart entitled “Whole Loans” in the Preliminary Statement.

 

“Subsequent
Asset Status Report”: As defined in Section 3.23(e).

 

“Substitution
Shortfall Amount”:  In connection with the substitution of one or more Replacement Mortgage Loans for one
or more Removed Mortgage Loans, the amount, if any, by which the Purchase Price or aggregate Purchase Price, as the case may be,
for such Removed Mortgage Loan(s) exceeds the initial Stated Principal Balance or aggregate initial Stated Principal Balance,
as the case may be, of such Replacement Mortgage Loan(s).

 

“Tax
Returns”:  The federal income tax returns 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 by the Certificate Administrator on behalf of each of the Upper-Tier
REMIC and the Lower-Tier REMIC due to its classification as a REMIC under the REMIC Provisions, together with any and all other
information, reports or returns that may be required to be furnished to the Certificateholders or filed with the IRS or any other
governmental taxing authority under any applicable provisions of federal law or Applicable State and Local Tax Law.

 

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

 

“Terminating
Party”:  As defined in Section 7.01(e) of this Agreement.

 

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

 

“Test”:
As defined in Section 11.01(b)(iii).


 

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“Third-Party
Purchaser”:  Eightfold Real Estate Capital Fund V, L.P., or any Person that purchases any portion of the HRR Certificates
in accordance with this Agreement and applicable laws and regulations.

 

“Third
Party Appraiser”:  A Person performing an Appraisal. 
 

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

 

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

 

“Transfer
Restriction Period”:  The period from the Closing Date to the conclusion of the earlier of:

 

(a)
the latest of (i) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced
to 33.0% of the aggregate Cut-off Date Balance of the Mortgage Loans; (ii) the date on which the aggregate outstanding principal
balance of the Principal Balance Certificates has been reduced to 33.0% of the aggregate outstanding principal balance of the
Principal Balance Certificates  as of the Cut-off Date; and (iii) two years after the Closing Date; and

 

(b)
such time as when the Risk Retention Rule ceases to require the retention of risk with respect to the securitization of the Mortgage
Loans contemplated by this Agreement, resulting from the repeal, amendment or modification of all or any portion of the Risk Retention
Rule, as confirmed by an acknowledgment by the Retaining Sponsor.

 

 “Transferee
Affidavit”:  As defined in Section 5.02(l)(ii) of this Agreement.

 

“Transferor
Letter”:  As defined in Section 5.02(l)(ii) of this Agreement.

 

“Trust”
or “Trust Fund”:  The corpus of the trust created hereby and to be administered
hereunder, consisting of (in each case, to the extent of the Trust Fund’s interest therein and specifically excluding any
interest of any Serviced Companion Loan Noteholder therein):  (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; (iii) the Trust Fund’s interest in any REO Property; (iv)
all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security agreements
related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans; (vii) a
security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts;
(viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the Distribution
Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account and the Trust’s interest in any REO Account, including
any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security interest in
any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all 

 

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insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and
warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower).  For the avoidance
of doubt, no Retained Defeasance Rights and Obligations will be an asset of the Trust.

 

“Trust
Directing Holder”: The Directing Holder under clause (b) of the definition of “Directing Holder”.

 

“Trust
Ledger”:  Amounts deposited in the Collection Account or a Serviced Whole Loan Collection Account and attributable
to the Mortgage Loans or related Serviced Whole Loan, respectively, which are maintained pursuant to Section 3.06(a)
and Section 3.06(b) of this Agreement, as applicable, and held on behalf of
the Trustee on behalf of the Certificateholders or held on behalf of the Trustee on behalf of the Certificateholders and related
Companion Loan Noteholders, as applicable.

 

“Trust
REMICs”:  The Lower-Tier REMIC and the Upper-Tier REMIC.

 

“Trustee”: 
Wells Fargo Bank, National Association, in its capacity as Trustee, or its successor in interest, or any successor Trustee appointed
as herein provided.  Wells Fargo Bank, National Association will perform its obligations as Trustee hereunder through its
Corporate Trust Services division.

 

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

 

“UCC”: 
Uniform Commercial Code.

 

“Underwriters”: 
Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Academy Securities, Inc. and Drexel
Hamilton, LLC and their respective successors in interest.

 

“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 Section 3.06(a) of this Agreement, as applicable, but that has not been recovered from the related
Borrower or otherwise from collections on or the proceeds of the Mortgage Loan or the applicable Serviced Whole Loan or Serviced
REO Property in respect of which the Advance was made.

 

“Unscheduled
Payments”:  With respect to a Mortgage Loan and a Collection Period, all Net Liquidation Proceeds, Net Condemnation
Proceeds and Net Insurance Proceeds payable under such Mortgage Loan, the Purchase Price of any Mortgage Loan that is repurchased
or purchased pursuant to Section 2.03(e), Section 3.16 or Section 9.01 of this Agreement,
the Substitution Shortfall Amount with respect to any substitution pursuant to 

 

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Section 2.03(g) of this Agreement and any other payments under or with respect to such Mortgage Loan not scheduled to be made, including Principal
Prepayments received by the Master Servicer (but excluding Prepayment Premiums or Yield Maintenance Charges, if any) during such
Collection Period. 
 

“Unscheduled
Principal Distribution Amount”:  With respect to any Distribution Date and the Mortgage Loans, the aggregate
of the following:  (a) all Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date
and (b) the principal portion of any other collections (exclusive of payments by Borrowers) received on the Mortgage Loans
and any REO Properties on or prior to the related Determination Date whether in the form of Liquidation Proceeds, Insurance Proceeds
and Condemnation Proceeds, net income, rents, and profits from REO Property or otherwise, that were identified and applied by
the master servicer as recoveries of previously unadvanced principal of the related Mortgage Loan; provided that all such
Liquidation Proceeds and Insurance Proceeds and Condemnation Proceeds will be reduced by any unpaid Special Servicing Fees, Liquidation
Fees, any amount related to the Loss of Value Payments to the extent that such amount was transferred into the Collection Account
during the related Collection Period, accrued interest on Advances and other additional trust fund expenses incurred in connection
with the related Mortgage Loan, thus reducing the Unscheduled Principal Distribution Amount.

 

“Updated
Appraisal”:  An Appraisal of a Mortgaged Property or Serviced REO Property, as the case may be, conducted
subsequent to any appraisal performed on or prior to the Cut-off Date and in accordance with Appraisal Institute standards, the
costs of which shall be paid as a Servicing Advance by the Master Servicer.  Updated Appraisals shall be conducted by an
Independent MAI appraiser selected by the Special Servicer.

 

“Updated
Valuation”:  With respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole
Loan having a Stated Principal Balance of $2,000,000 or higher, an Updated Appraisal.  With respect to a Mortgage Loan having
a Stated Principal Balance of less than $2,000,000, an updated Small Loan Appraisal Estimate or an Updated Appraisal.

 

 “Upper-Tier
Distribution Account”:  The segregated non-interest bearing trust account or sub-account created and maintained
by the Certificate Administrator pursuant to Section 3.05(f) of this Agreement, which shall be entitled “Wells
Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association, as
Trustee, for the benefit of the Holders of Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
2019-B13, Upper-Tier Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. 
The Upper-Tier Distribution Account shall be an asset of the Upper-Tier REMIC.

 

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

 

“U.S.
Person”:  A citizen or resident of the United States, a corporation, partnership (except to the extent provided
in applicable Treasury Regulations), or other entity 


 

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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. 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. Persons).

 

“Voting
Rights”:  The portion of the voting rights of all of the Certificates that is allocated to any Certificateholder
or Class of Certificateholders.  At all times during the term of this Agreement, the percentage of Voting Rights assigned
to each Class shall be:  (a) 98% to be allocated among the Certificateholders of the respective Classes of Principal Balance
Certificates and the Class VRR Interest Certificates in proportion to the Certificate Balances (and solely in connection with
any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(a) and the Operating
Advisor pursuant to Section 7.07(a), taking into account any notional reduction in the Certificate Balance for Appraisal
Reduction Amounts allocated to the Certificates pursuant to Section 4.08(a) hereof) of their Certificates, (b) 2%
to be allocated among the Certificateholders of the Class X-A, Class X-B, Class X-D and Class X-F Certificates (allocated to the
Class X-A, Class X-B, Class X-D and Class X-F Certificates on a pro rata basis based on their respective outstanding Notional
Amounts at the time of determination) and (c) 0%, in the case of the Class R Certificates.

 

“VRR
Allocation Percentage”:  A fraction, expressed as a percentage, equal to the VRR Percentage divided by the Non-VRR
Percentage.

 

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

 

“VRR
Interest”:  The VRR Interest represents a “regular interest” in the Upper Tier REMIC for purposes of
the REMIC Provisions.

 

“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-VRR Certificates pursuant
to Section 4.01(b)(i), (iv), (vii), (x), (xiii), (xvi), (xix), (xxii) and (xxv) on such Distribution Date.

 

“VRR
Percentage”:  As of any date of determination, a fraction, expressed as a percentage, the numerator of which is
the Certificate Balance of the VRR Interest, and the denominator of which is the aggregate Certificate Balance of all of the Classes
of Principal Balance Certificates and the Certificate Balance of the VRR Interest.



 

“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-VRR
Certificates pursuant to Section 4.01(b)(ii), (v), (viii), (xi), (xiv), (xvii), (xx), (xxiii) and (xxvi)
on such Distribution Date.


 

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“VRR
Realized Loss”:  With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Certificate
Balance of the Class VRR Interest Certificates, after giving effect to distributions of principal on such Distribution Date,
exceeds (ii) the product of (A) the VRR Percentage and (B) the aggregate Stated Principal Balance of the Mortgage Loans (for purposes
of this calculation, the aggregate Stated Principal Balance will not be reduced by the amount of 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 those amounts are not otherwise determined
to be Nonrecoverable Advances), including any REO Loans (but in each case, excluding any Companion Loan), as of the end of the
last day of the related Collection Period.

 

“VRR
Retaining Party”: Any Holder of any portion of the VRR Interest. Initially, the VRR Retaining Parties shall be DBNY,
as the Holder of the VRR1 Interest, JPMCB, as the Holder of the VRR2 Interest, and CREFI, as the Holder of the VRR3 Interest.

 

“VRR1
Interest”: As defined in the Preliminary Statement.

 

“VRR1
Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by DBNY.  The Initial VRR1 Risk
Retention Consultation Party shall be DBNY.

 

“VRR2
Interest”: As defined in the Preliminary Statement.

 

“VRR2
Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by JPMCB.  The Initial VRR2
Risk Retention Consultation Party shall be JPMCB.

 

“VRR3
Interest”: As defined in the Preliminary Statement.

 

“VRR3
Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by CREFI.  The Initial VRR3
Risk Retention Consultation Party shall be CREFI.

 

“WAC
Rate”:  With respect to any Distribution Date, a per annum rate
equal to the fraction (expressed as a percentage) the numerator of which is the sum for all Mortgage Loans of the product of (i) the
Net Mortgage Rate for each such Mortgage Loan as of the first day of the related Collection Period and (ii) the Stated Principal
Balance of each such Mortgage Loan as of the first day of the related Collection Period, and the denominator of which is the sum
of the Stated Principal Balances of all Mortgage Loans as of the first day of the related Collection Period (after giving effect
to any payments received during any applicable grace period).

 

“WHFIT”: 
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor
provisions.

 

“WHFIT
Regulations”: Treasury Regulations Section 1.671-5, as amended.


 


“WHMT”: A “Widely Held Mortgage
Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor provisions.


 

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“Whole
Loan”:  With respect to any Mortgage Loan with a related Companion Loan and/or a related Subordinate Companion,
such Mortgage Loan and its related Companion Loan(s),
collectively, as identified in the “Whole Loan” chart in the Preliminary Statement.  With respect to each Whole
Loan, references herein to each such Whole Loan shall be construed to refer to the aggregate indebtedness under the related Mortgage
Loan and the related Companion Loan(s).

 

“Withheld
Amount”:  With respect to each Mortgage Loan that accrues interest on an Actual/360 Basis, and with respect
to each Distribution Date occurring in January of each calendar year that is not a leap year and February of each
calendar year, unless in either case such Distribution Date is the final Distribution Date, an amount equal to one day’s
interest at the Net Mortgage Rate on the respective Stated Principal Balance as of the Due Date in the month preceding the month
in which such Distribution Date occurs, to the extent that a Periodic Payment or a P&I Advance is made in respect thereof.

 

The
Withheld Amount for each applicable Distribution Date for each Mortgage Loan that does not accrue interest on a 30/360 basis will
be equal to 1/31 of the interest accrued in respect of the immediately preceding Due Date, to the extent a Periodic Payment or
P&I Advance is made in respect thereof.

 

“Workout-Delayed
Reimbursement Amounts”:  With respect to any Mortgage Loan or, with respect to Servicing Advances, any Serviced
Whole Loan, the amount of any Advance made with respect to such Mortgage Loan or Serviced Whole Loan, as applicable, on or before
the date such Mortgage Loan or Serviced Whole Loan becomes (or, but for the making of three monthly payments under its modified
terms, would then constitute) a Corrected Mortgage Loan, together with (to the extent accrued and unpaid) interest on such
Advances, to the extent that (i) such Advance is not reimbursed to the Person who made such Advance on or before the date,
if any, on which such Mortgage Loan or Serviced Whole Loan becomes a Corrected Mortgage Loan and (ii) the amount of such
Advance becomes an obligation of the related Borrower to pay such amount under the terms of the modified Loan Documents.

 

“Workout
Fee”:  An amount equal to the lesser of (1) 1.0% of each collection of interest and principal (including
scheduled payments, prepayments (provided that a repurchase or substitution by a Mortgage Loan Seller of a Mortgage Loan
due to a Material Defect or a Material Breach shall not be considered a prepayment for purposes of this definition), Balloon Payments
and payments at maturity, but excluding late payment charges, Default Interest) received on a Specially Serviced Loan that becomes
a Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan, pursuant to Section 3.12(c) of this
Agreement and (2) $1,000,000, in the aggregate with respect to any particular workout of a Specially Serviced Loan; provided
that in the event the Workout Fee with respect to a Corrected Mortgage Loan is less than $25,000, then the Special Servicer
shall be entitled to an amount from the final payment on the related Corrected Mortgage Loan (including any related Serviced Companion
Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Mortgage Loan (including
any related Serviced Companion Loan) to be equal to $25,000; provided, further, that the Workout
Fee with respect to any Corrected Mortgage Loan shall be capped in accordance with Section 3.12(c)
of this Agreement; provided, further that no Workout Fee shall be payable by the Trust with respect to any Corrected
Mortgage Loan if and


 

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to the extent that the Corrected Mortgage Loan became a Specially Serviced Loan under clause (c) of
the definition of “Specially Serviced Loan” (and no other clause of such definition) and no event of default actually
occurs, unless the Mortgage Loan or Serviced Companion Loan is modified by the Special Servicer in accordance with the terms of
this Agreement; provided, further, that if a Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced
Loan only because of an event described in clause (a) of the definition of “Specially Serviced Loan”
and the related collection of principal and interest is received within 4 months following the related maturity date as a result
of the related Mortgage Loan or Serviced Companion Loan being refinanced or otherwise repaid in full, the Special Servicer shall
not be entitled to collect a Workout Fee out of the proceeds received in connection with such workout if such fee would reduce
the amount available for distributions to Certificateholders, but the Special Servicer may collect from the related Borrower and
retain (x) a workout fee, (y) such other fees as are provided for in the related Loan Documents and (z) other appropriate
fees in connection with such workout. After receipt by the Special Servicer of Workout Fees with respect to a Corrected Mortgage
Loan in an amount equal to $25,000, the total amount of Workout Fees in excess of such $25,000 payable by the Trust with respect
to such Corrected Mortgage Loan and with respect to any particular workout (assuming, for the purposes of this calculation, that
such Corrected Mortgage Loan continues to perform throughout its term in accordance with the terms of the related workout) shall
be reduced by the amount of any and all related Offsetting Modification Fees received by the Special Servicer as additional servicing
compensation relating to such Corrected Mortgage Loan; provided that the Special Servicer shall be entitled to collect such
Workout Fees from the Trust until such time it has been fully paid such reduced amount. For the avoidance of doubt, the Mortgage
Loan Seller will be required to pay a Workout Fee in connection with a repurchase or substitution to the extent the Special Servicer
was entitled to such a fee and such fee was unpaid immediately prior to such repurchase or substitution or was previously paid
by the Trust and was not reimbursed by the related Borrower immediately prior to such repurchase or substitution. In furtherance
of the foregoing, upon a Specially Serviced Loan becoming a Corrected Mortgage Loan, the Special Servicer shall provide the Master
Servicer with a calculation of the total amount of Workout Fees expected to be payable by the Trust with respect to such Corrected
Mortgage Loan throughout its term (which calculation shall be reasonably acceptable to the Master Servicer) and the total amount
of related Offsetting Modification Fees received by the Special Servicer.


 




“Yield Maintenance
Charge”: With respect to any Mortgage Loan or Serviced Companion Loan, the yield maintenance charge set forth in the
related Loan Documents; provided that, amounts shall be considered Yield Maintenance Charges pursuant to the allocation
set forth under Section 1.02(f) or Section 1.02(g), as applicable.






 

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 and Serviced Companion Loans (other than the Actual/360 Loans)
and of Advances in respect thereof provided for herein shall be made on the basis of a 360-day year consisting of twelve 30-day
months.  All calculations of interest with respect to the Actual/360 Loans and of Advances provided in respect thereof provided
for herein shall be made as set forth in the Loan Documents for such Mortgage Loans and, if applicable, Serviced Companion Loans,
with respect to the

 

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calculation
of the related Mortgage Rate.  The Servicing Fee, the Certificate Administrator/Trustee Fee, the CREFC® Intellectual
Property Royalty License Fee and the Operating Advisor Fee for each Mortgage Loan or Serviced Whole Loan, as applicable, shall
accrue on the same basis as interest accrues on such Mortgage Loan or Serviced Whole Loan, as applicable.

 

(b)       
Any Mortgage Loan or Serviced Whole Loan payment is deemed to be received on the date such payment is actually received by the
Master Servicer or the Certificate Administrator; provided that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan or Serviced Whole 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 Stated
Principal Balance of such Mortgage Loan or Serviced Whole Loan on which interest accrues.

 

(c) 
      Except as otherwise provided in the related Loan Documents or Intercreditor Agreement, any amounts received
in respect of a Mortgage Loan or Serviced Whole Loan as to which a default has occurred and is continuing in excess of Periodic
Payments shall be applied to Default Interest and other amounts due on such Mortgage Loan or Serviced Whole Loan prior to the
application to late fees.

 

(d) 
      Allocations of payments between a Mortgage Loan and the related Serviced Companion Loans in a Whole Loan
shall be made in accordance with the related Intercreditor Agreement.

 

(e)       
If an expense under this Agreement relates in the reasonable judgment of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Paying Agent, as applicable, primarily to the administration of the Trust Fund, any Trust REMIC
or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment
of any REMIC tax or expense or this Agreement states that any expense is solely “an expense of the Trust Fund” or
words of similar import, then such expense shall not be allocated to, deducted or reimbursed from, or otherwise charged against
any Serviced Companion Loan Noteholder and such Serviced Companion Loan Noteholder shall not suffer any adverse consequences as
a result of the payment of such expense.

 

(f)       
All amounts collected by or on behalf of the Trust in respect of any Mortgage Loan (other than an REO Loan) in the form of payments
from the related Borrower, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (exclusive, if applicable, in the
case of a Mortgage Loan that is part of a Serviced Whole Loan, of any amounts payable to the holder of the related Serviced Companion
Loan, pursuant to the related Intercreditor Agreement) shall be allocated to amounts due and owing under the related Loan Documents
(including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Loan Documents
and, with respect to any Mortgage Loan that is part of a Serviced Whole Loan, the related Intercreditor Agreement; provided
that, absent such express provisions, all such amounts collected (exclusive, if applicable, in the case of a Mortgage
Loan that is part of a Serviced Whole Loan, of any amounts payable to the holder of the related Serviced Companion Loan pursuant
to the related Intercreditor Agreement) shall be deemed to

 

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be
allocated for purposes of collecting amounts due under the Mortgage Loan in the following order of priority:

  

(i)   
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage
Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid Additional Trust
Fund Expenses with respect to such Mortgage Loan;

 

(ii)   
as a recovery of Nonrecoverable Advances and any interest at the Reimbursement Rate thereon to the extent previously paid or reimbursed
from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Aggregate Principal Distribution
Amount);

 

(iii)  
to the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest
on such Mortgage Loan (exclusive of Default Interest) to the extent of the excess of (A) accrued and unpaid interest on such
Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable Mortgage Loan Interest
Accrual Period, over (B) the sum of (a)(x) the cumulative amount of the reductions (if any) in the amount of related P&I
Advances for such Mortgage Loan that have theretofore occurred under Section 4.07(d) of this Agreement in connection
with Appraisal Reduction Amounts (to the extent that collections have not been allocated as a recovery of accrued and unpaid interest
pursuant to clause (v) below on earlier dates) or (y) with respect to any accrued and unpaid interest that was not
advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that
(absent such determination of nonrecoverability preventing such P&I Advance from being made) would not have been advanced
because of the reductions in the amount of related P&I Advances for such Mortgage Loan that would have occurred in connection
with related Appraisal Reduction Amounts, and (b) Accrued AB Loan Interest;

 

(iv) 
to the extent not previously allocated pursuant to clause (i) above, as a recovery of principal of such Mortgage Loan
then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if such 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 (i) accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.07(d)
of this Agreement in connection with related Appraisal Reduction Amounts or would have occurred in connection with the related
Appraisal Reduction Amounts but for such P&I Advance not having been made as a result of a determination by the Master Servicer
that such P&I Advance would have been a Nonrecoverable Advance and (ii) Accrued AB Loan Interest (in each of clause (i) and
(ii), to the extent that collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause (v)
on earlier dates);

 

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(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;

 

(viii) 
as a recovery of any Yield Maintenance Charge or Prepayment Premium 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 and Modification Fees then due and owing under such Mortgage Loan;

 

(xi) 
  as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if
both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees); and

 

(xii)  
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
provided that, to the extent required under the REMIC Provisions, payments or proceeds
received (or receivable by exercise of the Mortgage Loan Seller’s rights under the related Loan Documents) with respect
to any partial release of a Mortgaged Property (including in connection with a condemnation) at a time when the loan-to-value
ratio of the related Mortgage Loan (or Serviced Whole Loan) exceeds 125% or would exceed 125% following any partial release (based
solely on the value of real property and excluding personal property and going concern value, if any) must be collected and allocated
to reduce the Stated Principal Balance of the Mortgage Loan (or Serviced Whole Loan) in the manner permitted by the REMIC Provisions.

 

(g)       
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 an
REO Property related to a Serviced Whole Loan, exclusive of any amounts payable to the holder of the related Serviced Companion
Loan pursuant to the related Intercreditor Agreement) shall be deemed to be allocated for purposes of collecting amounts due under
the Mortgage Loan in the following order of priority:

 

(i)   
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage
Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed
and unpaid Additional Trust Fund Expenses with respect to such Mortgage Loan; 

 

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(ii)   
as a recovery of Nonrecoverable Advances and any interest at the Reimbursement Rate thereon to the extent previously allocated
to principal collections on the Mortgage Loans (as described in the first proviso in the definition of Aggregate Principal Distribution
Amount);

 

(iii) 
 to the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on
the related Mortgage Loan (exclusive of Default Interest) to the extent of the excess of (A) accrued and unpaid interest
on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable Mortgage Loan
Interest Accrual Period, over (B) the sum of (a)(x) the cumulative amount of the reductions (if any) in the amount of related
P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.07(d) of this Agreement in
connection with Appraisal Reduction Amounts (to the extent that collections have not been allocated as a recovery of accrued and
unpaid interest pursuant to clause (v) below or Section 1.02(f)(v) on earlier dates) or (y) with respect to any
accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable
Advance, the amount of interest (absent such determination of nonrecoverability preventing such P&I Advance from being made)
would not have been advanced because of the reductions in the amount of related P&I Advances for such Mortgage Loan that would
have occurred in connection with related Appraisal Reduction Amounts, and (b) Accrued AB Loan Interest;

 

(iv)  
to the extent not previously allocated pursuant to clause (i)-(ii) above, as a recovery of principal of the related Mortgage
Loan to the extent of its entire unpaid principal balance;

 

(v)  
as a recovery of (i) accrued and unpaid interest on the related Mortgage Loan to the extent of the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.07(d) of this Agreement in connection with related Appraisal Reduction Amounts or would have occurred in connection with the related
Appraisal Reduction Amounts but for such P&I Advance not having been made as a result of a determination by the Master Servicer
that such P&I Advance would have been a Nonrecoverable Advance and (ii) Accrued AB Loan Interest (in each of clause (i) and
(ii), to the extent that collections have not theretofore been allocated as a recovery of accrued and unpaid interest pursuant
to this clause (v) or Section 1.02(f)(v) on earlier dates);

 

(vi)  
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under the related Mortgage Loan;

 

(vii) 
as a recovery of any late payment charges and Default Interest then due and owing under the related Mortgage Loan;


 


(viii) 
as a recovery of any Assumption Fees and Modification Fees then due and owing under the related Mortgage Loan; and 


 

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(ix)   
as a recovery of any other amounts then due and owing under the related Mortgage Loan other than remaining unpaid principal (if
both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees).

 

(h)     The
applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (f) 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 (g) of this Section 1.02 shall be determined by the
Special Servicer in accordance with the Servicing Standard.


 


(i)       All net present value calculations
and determinations made hereunder with respect to the Mortgage Loans or a Mortgaged Property or REO Property (including for purposes
of the definition of “Servicing Standard”) shall be made in accordance with
the Loan Documents or, if the Loan Documents are silent, using the Calculation Rate.

 

Section 1.03  
Certain Constructions.  For purposes of this Agreement, references to the most or next most subordinate Class of Non-VRR
Certificates outstanding at any time shall mean the most or next most subordinate Class of Non-VRR Certificates then outstanding
as among the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C,
Class D, Class E, Class F, Class G-RR and Class H-RR Certificates.  For purposes of this Agreement, each Class
of Principal Balance Certificates and the Class VRR Interest Certificates shall be deemed to be outstanding only to the extent
its respective Certificate Balance has not been reduced to zero.  For purposes of this Agreement, the Class R Certificates
shall be outstanding so long as the Trust Fund has not been terminated pursuant to Section 9.01 of this Agreement
or any other Class of Certificates remains outstanding.  For purposes of this Agreement, each of the Class X-A, Class X-B,
Class X-D and Class X-F Certificates shall be deemed to be outstanding until their respective Notional Amounts have been reduced
to zero. 

 

Notwithstanding
anything to the contrary contained herein, for purposes of this Agreement, each reference to any action by the Master Servicer
or Special Servicer that is subject to the consent or approval of the Directing Holder or consultation with the Directing Holder,
any Risk Retention Consultation Party, the Operating Advisor, shall in each case be further subject to the determination by the
Master Servicer or Special Servicer that taking or refraining from taking the action as proposed by the Directing Holder, any
Risk Retention Consultation Party or the Operating Advisor, or not taking such action as proposed by the Master Servicer or Special
Servicer if the Directing Holder or the Operating Advisor fails to grant its consent or approval, or if the Directing Holder,
any Risk Retention Consultation Party or the Operating Advisor, as applicable, fail to express their concurrence, to any action
proposed to be taken by the Master Servicer or Special Servicer, in each case, is consistent with the Servicing Standard. 
In each case, (a) if the response by the Directing Holder, any Risk Retention Consultation Party or the Operating Advisor
hereunder is inconsistent with the Servicing Standard, the Master Servicer or the Special Servicer shall take such action as is
consistent with the Servicing Standard, and (b) if the Master Servicer or Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders and, in the case of any Serviced Whole Loan, the related
Serviced Companion Loan Noteholders, (as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders,
as applicable,


 

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constituted a single lender (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan,
taking into account the subordinate nature of such Subordinate Companion Loan)), and the Master Servicer or Special Servicer,
as applicable, has made a reasonable effort to contact the Directing Holder, any Risk Retention Consultation Party or the Operating
Advisor, as applicable, it may take such action without waiting for a response from the Directing Holder, any Risk Retention Consultation
Party or the Operating Advisor, as applicable; provided that the Special Servicer or
Master Servicer, as applicable, shall provide the Directing Holder or any Risk Retention Consultation Party (or the Operating
Advisor, if applicable) with prompt written notice following such action including a reasonably detailed explanation of the basis
for such action.

 

Section 1.04  
Certain Matters Relating to the Non-Serviced Mortgage Loans.  Each Other Servicer, Other Special Servicer, Other Depositor,
Other Operating Advisor, Other Asset Representations Reviewer and Other Trustee, and any of their respective directors, officers,
employees or agents (as and to the same extent the securitization trust formed under the related Other Pooling and Servicing Agreement
is required to indemnify such parties in respect of other Mortgage Loans in the securitization trust formed under the related
Other Pooling and Servicing Agreement pursuant to the terms of the Other Pooling and Servicing Agreement) and each Other Securitization
(collectively, the “Other Indemnified Parties”), shall be indemnified by
the Trust and held harmless against the Trust’s pro rata share (subject to the
related Intercreditor Agreement) of any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees
and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration
of or any actual or threatened legal action or claim relating to the related Non-Serviced Mortgage Loan and the related non-serviced
Mortgaged Property under the related Other Pooling and Servicing Agreement, this Agreement or the related Intercreditor Agreement
(but excluding any such losses allocable to the related Companion Loans); provided that
such indemnification will not extend to any losses, liabilities, costs or expenses: (i) specifically required to be borne by such
party, without right of reimbursement, pursuant to the terms of the related Other Pooling and Servicing Agreement; (ii) incurred
in connection with any legal action or claim against such party resulting from any breach of a representation or warranty made
by such person under the related Other Pooling and Servicing Agreement or (iii) incurred in connection with any legal action or
claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of such Person’s
obligations and duties under the related Other Pooling and Servicing Agreement or the related Intercreditor Agreement or resulting
from negligent disregard of such obligations and duties.

 

In
connection with the securitization of any Serviced Companion Loan while it is a Serviced Companion Loan, upon the request of (and
at the expense of) the related Companion Loan Noteholders, each of the Master Servicer, the Special Servicer, the Certificate
Administrator and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Companion Loan Noteholders in
attempting to cause the related Borrower to provide information relating to the related Serviced Whole Loan and the related notes,
and that such holders reasonably
determine to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.

 

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On
the related Servicing Shift Securitization Date for each Servicing Shift Whole Loan (i) the Custodian shall, upon receipt of a
Request for Release transfer the related Mortgage File (other than the note(s) designating such Servicing Shift Mortgage Loan),
the original of which shall be retained by the Custodian) for such Servicing Shift Whole Loan to the related Other Trustee
under the related Other Pooling and Servicing Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall,
upon receipt of notice from the applicable Mortgage Loan Seller or the holder of the applicable Controlling Companion Loan that
the related Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, transfer
(and cooperate with reasonable requests in connection with such transfer of) the Servicing File for such Servicing Shift Whole
Loan, and any Escrow Payments, reserve funds and originals of items specified in Sections 2.01(a)(xix) and (xx)
for such Servicing Shift Whole Loan, to the related Other Servicer on the related Servicing Shift Securitization Date.

 

Upon
receipt of notice from the applicable Mortgage Loan Seller or the holder of the applicable Controlling Companion Loan that such
Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, the Master Servicer
shall provide the Custodian with a Request for Release of the Mortgage File on such related Servicing Shift Securitization Date
and transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File to the related Other
Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on such related Servicing Shift
Securitization Date.

 

Article II


 

CONVEYANCE
OF MORTGAGE LOANS; 
ORIGINAL
ISSUANCE OF CERTIFICATES

 

Section 2.01  
Conveyance of Mortgage Loans; Assignment of
Mortgage Loan Purchase Agreements.  (a)  The Depositor, concurrently with the execution and delivery hereof
on the Closing Date, does hereby establish a trust designated as “Benchmark 2019-B13 Mortgage Trust,” appoint the
Trustee as trustee of the Trust Fund and sell, transfer, assign, set over and otherwise convey to the Trustee without recourse
(except to the extent herein provided) all the right, title and interest of the Depositor in and to the Mortgage Loans, including
all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or
personal property and whether tangible or intangible) in favor of the Depositor, and a security interest in all Reserve Accounts,
Lock-Box Accounts, Cash Collateral Accounts and all other assets to the extent included or to be included in the Trust Fund for
the benefit of the Certificateholders.  Such transfer and assignment includes all interest and principal due on or with respect
to the Mortgage Loans after the Cut-off Date and, in the case of a Mortgage Loan included in a Whole Loan, is subject to the related
Intercreditor Agreement.  Transfer and assignment of a Non-Serviced Mortgage Loan and the right to service a Non-Serviced
Mortgage Loan is further subject to the terms and conditions of the Other Pooling and Servicing Agreement and the related Intercreditor
Agreement.  The Depositor, concurrently with the
execution and delivery hereof, does also hereby transfer, assign, set over and otherwise convey to the Trustee without recourse
(except to the extent provided herein), for the benefit of

 

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the Certificateholders and the Serviced Companion Loan Noteholders,
all the right, title and interest of the Depositor in, to and under the Mortgage Loan Purchase Agreements as provided therein
(excluding Sections 6(e)-(g) of each Mortgage Loan Purchase Agreement, the representations, warranties and covenants in favor
of the Depositor set forth in clause (viii) of Section 4(b) of each Mortgage Loan Purchase Agreement
and the Depositor’s rights and remedies with respect to a breach thereof, and excluding the Depositor’s rights and
remedies under the Indemnification Agreements) to the extent related to any Mortgage Loan.  The Depositor shall cause the
Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts relating to the Mortgage Loans to be transferred to and held
in the name of the Master Servicer on behalf of the Trustee as successor to the Mortgage Loan Sellers.

 

With
respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this
Section 2.01(a) serve as an assignment and assumption agreement between the Depositor, as the assignor, and the
Trustee on behalf of the Trust, as the assignee.  Accordingly, the Depositor hereby (and in accordance with and subject to
all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the
Trustee all right, title and interest of the Depositor in, to and arising out of the related Intercreditor Agreement and the Trustee
on behalf of the Trust hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes
all of the rights and obligations of the Depositor with respect to related Intercreditor Agreement from and after the Closing
Date.  In addition, the Trustee acknowledges that any such Mortgage Loan that is part of a Serviced Whole Loan shall be serviced
pursuant to the terms of this Agreement.

 

In
connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Custodian, with copies
to the Master Servicer and the Special Servicer, the following documents or instruments with respect to each Mortgage Loan and
each Serviced Companion Loan (which, except for the Mortgage Note referred to in clause (i) below, relate to the Serviced
Whole Loan) so assigned (provided that the
original of documents specified in clauses (xix) and (xx) shall be delivered to the Master Servicer):

 

(i)   
(A) the original Mortgage Note, bearing, or accompanied by, all prior or intervening endorsements, endorsed by the most recent
endorsee prior to the Trustee or, if none, by the Originator, without recourse, either in blank and further showing a complete,
unbroken chain of endorsement from the Originator or to the order of the Trustee in the following form:  “Pay to the
order of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders of Benchmark 2019-B13 Mortgage Trust
Commercial Mortgage Pass-Through Certificates, Series 2019-B13, without recourse”; and (B) in the case of each related
Serviced Companion Loan, a copy of the executed Mortgage Note for such Serviced Companion Loan;


 


(ii)  
(A) the original (or a copy thereof certified from the applicable recording office) of the Mortgage and, (B) if applicable,
the originals (or copies thereof certified from the applicable recording office) of any intervening assignments thereof showing
a complete chain of assignment from the Originator of the Mortgage Loan or Serviced Whole Loan to the most recent assignee of
record thereof prior to the Trustee, if any, in each case with evidence of recording indicated thereon;

 

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(iii) 
an original or copy (if the related Mortgage Loan Seller or its designee, rather than the Custodian and its designee, is responsible
for the recording thereof) of an Assignment of Mortgage, in recordable form (except for missing recording information and, if
delivered in blank, except for the name of the assignee), executed by the most recent assignee of record thereof prior to
the Trustee or, if none, by the Originator, either in blank or in favor of the Trustee in the following form: “Wells Fargo
Bank, National Association, as Trustee, for the benefit of the Holders of Benchmark 2019-B13 Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2019-B13” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of
any related Serviced Companion Loan Noteholders);

 

(iv) 
(A) an original or copy of any related security agreement (if such item is a document separate from the Mortgage) and, if
applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the Originator
of the related Mortgage Loan or Serviced Whole Loan to the most recent assignee thereof prior to the Trustee, if any; and (B) an
original assignment of any related security agreement (if such item is a document separate from the related Mortgage) executed
by the most recent assignee thereof prior to the Trustee or, if none, by the Originator, either in blank or in favor of the Trustee
in the following form: “Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders of Benchmark
2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13” (in such capacity and, with respect
to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders), which assignment may be included as
part of the corresponding Assignment of Mortgage referred to in clause (iii) above;

 

(v)  
(A) stamped or certified copies of any UCC financing statements and continuation statements which were filed in order to
perfect (and maintain the perfection of) any security interest held by the Originator of the Mortgage Loan or Serviced Whole Loan
(and each assignee of record prior to the Trustee) in and to the personalty of the Borrower at the Mortgaged Property (in each
case with evidence of filing or recording thereon) and which were in the possession of the related Mortgage Loan Seller (or its
agent) at the time the Mortgage Files were delivered to the Custodian, together with original UCC-3 assignments of financing statements
showing a complete chain of assignment from the secured party named in such UCC-1 financing statement to the most recent assignee
of record thereof prior to the Trustee, if any, and (B) if any such security interest is perfected and the earlier UCC financing
statements and continuation statements were in the possession of the related Mortgage Loan Seller, an assignment of UCC financing
statement by the most recent assignee of record prior to the Trustee or, if none, by the Originator, evidencing the transfer of
such security interest, either in blank or in favor of the Trustee in the following form: “Wells Fargo Bank, National Association,
as Trustee, for the benefit of the Holders of Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2019-B13” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion
Loan Noteholders); provided that other evidence of filing or recording reasonably
acceptable to the Trustee may be delivered in lieu of delivering such UCC financing statements including, without limitation,
evidence of such filed or recorded UCC financing statement as shown on a written UCC search report from a reputable

 


 

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search firm,
such as CSC/LexisNexis Document Solutions, Corporation Service Company, CT Corporation System and the like or printouts of on-line
confirmations from such UCC filing or recording offices or authorized agents thereof; 
 

(vi) 
  the original or a copy of the Loan Agreement relating to such Mortgage Loan, if any;

 

(vii)
  the original or a copy of the lender’s title insurance policy (which may be in electronic form) issued in connection
with the origination of the Mortgage Loan, together with all endorsements or riders (or copies thereof) that were issued with
or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first lien on the Mortgaged Property,
or, subject to Section 2(d) of the applicable Mortgage Loan Purchase Agreement, a “marked up” commitment
to insure marked as binding and countersigned by the related insurer or its authorized agent (which may be a pro
forma or specimen title insurance policy which has been accepted or approved as binding in writing by the related title
insurance company), or, subject to Section 2(d) of the applicable Mortgage Loan Purchase Agreement, an agreement to
provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company;

 

(viii) 
(A) the original or a copy of the related Assignment of Leases, Rents and Profits (if such item is a document separate from
the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment
from the Originator of the Mortgage Loan or Serviced Whole Loan to the most recent assignee of record thereof prior to the Trustee,
if any, in each case with evidence of recording thereon; and (B) an original or copy (if the related Mortgage Loan Seller
or its designee, rather than the Custodian and its designee, is responsible for the recording thereof) of an assignment of any
related Assignment of Leases, Rents and Profits (a “Reassignment of Assignment of Leases,
Rents and Profits”) (if such item is a document separate from the Mortgage), in recordable form (except for missing
recording information and, if delivered in blank, except for the name of the assignee), executed by the most recent assignee of
record thereof prior to the Trustee or, if none, by the Originator, either in blank or in favor of the Trustee in the following
form: “Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders of Benchmark 2019-B13 Mortgage
Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13” (in such capacity and, with respect to any Serviced
Whole Loan, on behalf of any related Serviced Companion Loan Noteholders), which assignment may be included as part of the corresponding
Assignment of Mortgage referred to in clause (iii) above;

 

(ix)   
the original or copy of any environmental indemnity agreements and copies of any environmental insurance policies pertaining to
the related Mortgaged Property required in connection with origination of the related Mortgage Loan or Serviced Whole Loan and
copies of Environmental Reports;


 


(x)     copies of the currently effective Management Agreements, if any, for
the Mortgaged Properties;


 

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(xi) 
   if the Borrower has a leasehold interest in the related Mortgaged Property, the original or copy of the ground
lease (or, with respect to a leasehold interest where the Borrower is a lessee and that is a space lease or an air rights lease,
the original of such space lease or air rights lease), and any related lessor estoppel or similar agreement or a copy thereof;
if any;

 
 

(xii)   
if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts
and the assignment thereof, if any, to the Trustee;

 

(xiii) 
if any related Lock-Box Agreement or Cash Collateral Account Agreement is separate from the Mortgage or Loan Agreement, a copy
thereof; with respect to the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts, if any, a stamped or certified
copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related mortgagee’s security interest
in the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts and all funds contained therein (and UCC-3 assignments
of financing statements assigning such UCC-1 financing statements to the Trustee in the following form: “Wells Fargo Bank,
National Association, as Trustee, for the benefit of the Holders of Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2019-B13” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related
Serviced Companion Loan Noteholders));

 

(xiv) 
originals or copies of all assumption, modification, written assurance and substitution agreements, if any, with evidence of recording
thereon if appropriate, in those instances where the terms or provisions of the Mortgage, the Mortgage Note or any related security
document have been modified or the Mortgage Loan or Serviced Whole Loan has been assumed;

 

(xv)
  the original or a copy of any guaranty of the obligations of the Borrower under the Mortgage Loan or Serviced Whole
Loan together with, as applicable, (A) the original or copies of any intervening assignments of such guaranty showing a complete
chain of assignment from the Originator of the Mortgage Loan or Serviced Whole Loan to the most recent assignee thereof prior
to the Trustee, if any, and (B) an original assignment of such guaranty executed by the most recent assignee thereof prior
to the Trustee or, if none, by the Originator;

 

(xvi) 
the original or a copy of the power of attorney (with evidence of recording thereon, if appropriate) granted by the related Borrower
if the Mortgage, Mortgage Note or other document or instrument referred to above was signed on behalf of the Borrower pursuant
to such power of attorney;

 

(xvii)
with respect to each Whole Loan, a copy of the related Intercreditor Agreement and, if applicable, a copy of the related Other
Pooling and Servicing Agreement;


 


(xviii) with respect to hospitality properties, a copy of the franchise agreement,
if any, an original or copy of the comfort letter, if any, and if, pursuant to the terms of such


 


 

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comfort letter, the general assignment of the Mortgage Loan is not sufficient to transfer
or assign the benefits of such comfort letter to the Trust, a copy of the notice to the franchisor of the transfer of such Mortgage
Loan and/or a copy of the request for the issuance of a new comfort letter in favor of the Trust (in each case, as and to the
extent required pursuant to the terms of such comfort letter), with the original of any replacement comfort letter to be included
in the Mortgage File following receipt thereof by the Master Servicer; 
 

(xix) 
the original (or copy, if the original is held by the Master Servicer or applicable Other Servicer pursuant to Section 2.01(c) of this Agreement) of any letter of credit held by the lender as beneficiary or assigned as security for such Mortgage Loan
or Serviced Whole Loan;

 

(xx)
   the appropriate assignment or amendment documentation related to the assignment to the Trust of any letter of
credit securing such Mortgage Loan or Serviced Whole Loan (or copy thereof, if the original is held by the Master Servicer or
applicable Other Servicer pursuant to Section 2.01(c) of this Agreement) which entitles the Master Servicer on behalf
of the Trust and the Companion Loan Noteholders (with respect to any Serviced Whole Loan) to draw thereon; and

 

(xxi)  
with respect to any Mortgage Loan with related mezzanine debt or other subordinate debt (other than a Companion Loan), a copy
of the related co-lender agreement, subordination agreement or other intercreditor agreement.

 

The
original assignments referred to in clauses (iii), (iv)(B), (viii)(B) and (xv)(B), may be in the form
of one or more instruments in recordable form in any applicable filing or recording offices.

 

Notwithstanding
anything to the contrary contained in this Section 2.01(a) or in Section 2.01(b), Section 2.01(c), or 
Section 2.02, in connection with any Servicing Shift Whole Loan (1) instruments
of assignment to the Trustee may be in blank and need not be recorded or filed pursuant to this Agreement until the earliest of
(i) the related Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance
with the related Other Pooling and Servicing Agreement, (ii) the date such Servicing Shift Whole Loan becomes a Specially
Serviced Loan, in which case assignments and recordations shall be effected in accordance with this Section 2.01(a),
and (iii) 90 days following the Closing Date, in which case assignments and recordations shall be effected in accordance
with this Section 2.01(a), (2) no letter of credit need be amended (including, without limitation, to change
the beneficiary thereon) until the earliest of (i) the related Servicing Shift Securitization Date, in which case such amendment
shall be in accordance with the related Other Pooling and Servicing Agreement and (ii) the date such Servicing Shift Whole
Loan becomes a Specially Serviced Loan, in which case such amendment shall be effected in accordance with the terms of this Section 2.01,
and (iii) 90 days following the Closing Date, in which case such amendment shall be effected in accordance with the terms
of this Section 2.01, and (3) on and following the related Servicing Shift Securitization Date, the Person selling
the related Servicing Shift Lead Note to the related Other Depositor, at its own expense, shall be (a) entitled to direct in writing,
which may be conclusively
relied upon by the Custodian, the Custodian to deliver the originals of all the Loan Documents relating to such Servicing Shift
Whole Loan in its possession (other than the original


 

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Note(s)
evidencing such Servicing Shift Mortgage Loan) to the related Other Trustee or the related Other Custodian, (b) if the right under
clause (a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Loan Documents
related to such Servicing Shift Whole Loan so delivered to such Other Trustee or such Other Custodian, (c) entitled to cause the
completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation, execution
and delivery) and recordation of instruments of assignment in the name of the related Other Trustee or related Other Custodian,
(d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments
of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all
reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payments, reserve funds and items specified
in clauses (xix) and (xx) of Section 2.01(a) for such Servicing Shift Whole Loan to the related Other
Servicer.

 

With
respect to Serviced Whole Loans, except for the Mortgage Note referred to in clause (i)(B) of the second preceding
paragraph, only a single original set of the Loan Documents specified above is required to be delivered.  Notwithstanding
anything herein to the contrary, with respect to a Non-Serviced Mortgage Loan, any assignments or other transfer documents referred
to in the third preceding paragraph as being in favor of the Trustee shall instead be in favor of the applicable Other Trustee
and (1) if the Custodian is not also the related Non-Serviced Whole Loan Custodian, the preceding document delivery requirements
will be met by the delivery by the applicable Mortgage Loan Seller to the Custodian of copies of the documents specified above
(other than the Mortgage Note and intervening endorsements evidencing a Non-Serviced Mortgage Loan, with respect to which the
originals shall be required), including a copy of the Mortgage securing the applicable Non-Serviced Mortgage Loan and copies of
the companion notes or (2) if the Custodian is also the related Non-Serviced Whole Loan Custodian, the preceding document delivery
requirements shall be met by the delivery by the Mortgage Loan Seller to the Custodian of only the original Mortgage Note and
intervening endorsements evidencing such Non-Serviced Mortgage Loan (and, if any document specified in Section 2.01(a)
of this Agreement was not required to be delivered in connection with the related Other Securitization, a copy of such document);
provided that with respect to such Non-Serviced Mortgage Loan, if Wells Fargo Bank, National
Association ceases to be Custodian with respect to such Non-Serviced Mortgage Loan, it shall, upon receipt of a request for release,
provide the original note, allonge and intercreditor agreement and copies of all other Loan Documents specified above to the successor
Custodian.

 

With
respect to the Mortgage Loans, within 45 days after the Closing Date or, without limiting the requirements of the third paragraph
of Section 2.01(b), after such later date on which the Mortgage Loan Seller has received all the missing recording/filing
information, each Mortgage Loan Seller will, or will at the expense of such Mortgage Loan Seller retain a third party vendor to,
except in the case of any Mortgage Loan that is a Non-Serviced Mortgage Loan, (1) complete (to the extent necessary) and
submit for recording in favor of the Trustee in the following form: “Wells Fargo Bank, National Association, as Trustee,
for the benefit of the Holders of Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13”
(and with respect to a Serviced Whole Loan, the related Serviced Companion Loan Noteholders) in the appropriate public recording
office (a) each Assignment of Mortgage referred to in Section 2.01(a)(iii) which has not yet been submitted for recording
and

 

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(b) each Reassignment of Assignment of Leases, Rents and Profits referred
to in Section 2.01(a)(viii)(B) (if not otherwise included in the related Assignment of Mortgage) which has not
yet been submitted for recordation; and (2) complete (to the extent necessary) and file in the appropriate public filing
office each UCC assignment of financing statement referred to in Section 2.01(a)(v)(B) and (xiii) which has not yet
been submitted for filing or recording.  Each such document shall reflect that the recorded original should be returned by
the public recording office to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative)
following recording, and each such document shall reflect that the file copy thereof should be returned to the Custodian or its
designee (or to the Mortgage Loan Seller or its designee as an alternative) following filing; provided that in those instances where the public recording office retains the original Assignment of Mortgage or Reassignment
of Assignment of Leases, Rents and Profits, the Custodian shall use commercially reasonable efforts to obtain therefrom a certified
copy of the recorded original, at the expense of the Depositor.  In the event that any such document or instrument in respect
of any Mortgage Loan is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the related Mortgage
Loan Seller shall promptly prepare or cause the preparation of a substitute thereof or cure or cause the curing of such defect,
as the case may be, and shall thereafter deliver the substitute or corrected document to or at the direction of the Custodian
or such other third party vendor as retained by the Mortgage Loan Seller for recording or filing, as appropriate, at such Mortgage
Loan Seller’s expense (as set forth in the related Mortgage Loan Purchase Agreement).  In the event that any Mortgage
Loan Seller receives the original recorded or filed copy, each Mortgage Loan Seller will, promptly upon receipt of the original
recorded or filed copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian,
with evidence of filing or recording thereon.  Notwithstanding anything to the contrary contained in this Section 2.01,
in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment of Leases,
Rents and Profits or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the
obligations of the related Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall be deemed to have
been satisfied upon delivery to the Custodian of a copy of the recorded original of such Mortgage, Assignment of Mortgage, Assignment
of Leases, Rents and Profits or Reassignment of Assignment of Leases, Rents and Profits, if applicable.

 

If
a Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original or a copy of the related
lender’s title insurance policy referred to in Section 2.01(a)(vii) solely because such policy has not yet
been issued, the delivery requirements of this Section 2.01 will be deemed to be satisfied as to such missing item,
and such missing item will be deemed to have been included in the related Mortgage File by delivery to the Custodian of a binder
marked as binding and countersigned by the title insurer or its authorized agent (which may be a pro
forma or specimen title insurance policy which has been accepted or approved as binding in writing by the related title
insurance company) or an acknowledged closing instruction or escrow letter, and the Mortgage Loan Seller will be required to deliver
to the Custodian, promptly following the receipt thereof, the original related lender’s title insurance policy (or a copy
thereof).  Copies of recorded or filed Assignments of Mortgage, Reassignments of Assignment of Leases, Rents and Profits
and UCC assignments of financing statements shall be held by the Custodian.

 

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Subject
to the third preceding paragraph, all original documents relating to the Mortgage Loans which are not delivered to the Custodian
are and shall be held by the Depositor or the Master Servicer (or a sub-servicer on its behalf), as the case may be, in trust
for the benefit of the Certificateholders and, insofar as they also relate to the Serviced Companion Loans, on behalf of and for
the benefit of the related Serviced Companion Loan Noteholders.  In the event that any such original document, or in the
case of a Serviced Companion Loan, the original Mortgage Note, is required pursuant to the terms of this Section to be a
part of a Mortgage File in order to effectuate the purposes of this Agreement, such document shall be delivered promptly
to the Custodian.

 

(b)       
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby
represents and warrants that it has directed, each of the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement to deliver to and deposit with or cause to be delivered to and deposited with, (i) the Custodian, on or before the Closing
Date, subject to Section 2.01(a), for each Mortgage Loan so assigned the Mortgage Note (or a copy of the Mortgage
Note evidencing each related Serviced Companion Loan), the original or a copy of the related Mortgage, the original or a copy
of the title policy for each Mortgage Loan (subject to the second-to-last paragraph under Section 2.01(a)), a copy
of the related ground lease (or, with respect to a leasehold interest with respect to a space lease or air rights, a copy of the
related space lease or air rights lease), if applicable, for each Mortgage Loan and an original (or copy, if the original is held
by the Master Servicer pursuant to Section 2.01(c) or the Mortgage Loan is a Non-Serviced Mortgage Loan) of any letters
of credit held by the lender as beneficiary or assigned as security for the Mortgage Loan, and, except as otherwise provided in
the following paragraph, within 30 days following the Closing Date, the remaining applicable documents referred to in Section 2.01(a) for
each such Mortgage Loan or Serviced Companion Loan, in each case, with copies to the Master Servicer and (ii) the Master
Servicer, on or before the Closing Date, all documents and records that are part of each applicable Servicing File.  If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note,
such Mortgage Loan Seller shall deliver a copy or duplicate original of such Mortgage Note, together with an affidavit certifying
that the original thereof has been lost or destroyed and an indemnification in favor of the Certificate Administrator, the Trustee
and the Custodian.

 

If
the applicable Mortgage Loan Seller or the Depositor cannot deliver, or cause to be delivered, as to any Mortgage Loan (subject
to any qualifications provided for herein or in the related Mortgage Loan Purchase Agreement with respect to a Non-Serviced Mortgage
Loan), the original or a copy of any of the documents and/or instruments referred to in Section 2.01(a)(ii), Section 2.01(a)(iii),
Section 2.01(a)(v), Section 2.01(a)(viii), Section 2.01(a)(xiv)
and Section 2.01(a)(xvi) and the UCC financing statements and UCC assignments of financing statements referred to
in Section 2.01(a)(xiii), with evidence of recording or filing thereon, 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, or because such original
recorded or filed document has been lost or returned from the recording or filing office and subsequently lost, as the case may
be, the delivery requirements of Section 2.01 shall be deemed to have been satisfied as to such missing item, and
such missing item shall be deemed to have been included in the related Mortgage File, provided that
a copy of such document or instrument (without evidence of recording or filing thereon, but certified (which 

 

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certificate
may relate to multiple documents and/or instruments) by the applicable public recording or filing office, the applicable title
insurance company or the related Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording
or filing, as the case may be) has been delivered to the Custodian within 60 days after the Closing Date, and either the original
of such missing document or instrument, or a copy thereof, with evidence of recording or filing, as the case may be, thereon,
is delivered to the Custodian within 180 days after the Closing Date (or within such longer period after the Closing Date
so long as the related Mortgage Loan Seller has provided the Custodian with evidence of such recording or filing, as the
case may be, or has certified to the Custodian as to the occurrence of such recording or filing, as the case may be, and is, as
certified to the Custodian no less often than quarterly, in good faith attempting to obtain from the appropriate county recorder’s
or filing office such original or copy, provided such extensions do not exceed 24 months in the aggregate).

 

(c)       
Notwithstanding anything herein to the contrary, with respect to the documents referred to in Section 2.01(a)(xix)
and Section 2.01(a)(xx) of this Agreement, the Master Servicer shall hold (or the applicable Other Servicer with respect
to any Non-Serviced Mortgage Loan will hold) the original of each such document in trust on behalf of the Trust (or the applicable
Other Trust with respect to any Non-Serviced Mortgage Loan) in order to draw on such letter of credit on behalf of the Trust (or
the applicable Other Trust with respect to any Non-Serviced Mortgage Loan) and the applicable Mortgage Loan Seller shall be deemed
to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01
of this Agreement by delivering the original of each such document to the Master Servicer (or the applicable Other Servicer with
respect to any Non-Serviced Mortgage Loan) who shall forward a copy of the applicable document to the Custodian (or the custodian
in the applicable Other Securitization with respect to any Non-Serviced Mortgage Loan).  The applicable Mortgage Loan Seller
shall pay any costs of assignment or amendment of such letter of credit (which amendment shall change the beneficiary of the letter
of credit to the Trust (or the applicable Other Trust with respect to any Non-Serviced Mortgage Loan) in care of the Master Servicer
(or the applicable Other Servicer with respect to any Non-Serviced Mortgage Loan)) required in order for the Master Servicer (or
the applicable Other Servicer with respect to any Non-Serviced Mortgage Loan) to draw on such letter of credit on behalf of the
Trust (or the applicable Other Trust with respect to any Non-Serviced Mortgage Loan).  In the event that the documents specified
in Section 2.01(a)(xx) of this Agreement are missing with respect to any Serviced Mortgage Loan because the related
assignment or amendment documents have not been completed, the applicable Mortgage Loan Seller shall take all necessary steps
to enable the Master Servicer to draw on the related letter of credit on behalf of the Trust including, if necessary, drawing
on the letter of credit in its own name pursuant to written instructions from the Master Servicer and immediately remitting such
funds (or causing such funds to be remitted) to the Master Servicer.

 

(d)      
With respect to the Serviced Mortgage Loans secured by the Mortgaged Properties identified as Loan No. 16.01 (Dearborn IHG Portfolio
- Staybridge Suites Dearborn), No. 16.02 (Dearborn IHG Portfolio - Holiday Inn Express Dearborn), No. 21 (Delta Hotels Chesapeake
Norfolk), No. 24 (Hampton Inn & Suites Knoxville), No. 25 (SpringHill Suites Ashburn-Dulles North), No. 29 (Hotel Indigo Birmingham),
No. 31 (Courtyard Warner Robins), No. 34 (TownePlace Suites Albany) and No. 35 (Holiday Inn Express and Suites Los Alamos) on
the Mortgage Loan Schedule, each of which is subject to a franchise agreement with a related 

 

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comfort
letter in favor of the respective Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer
or assign any related comfort letter to the Trust or otherwise have a new comfort letter issued in the name of the Trust, the
related Mortgage Loan Seller or its designee will be required to provide any such required notice or make any such required request
to the related franchisor, with a copy of such notice or request to the Master Servicer, or take any such other required action,
in any event, within 45 days of the Closing Date (or any shorter period if required by the applicable comfort letter), notify
the related franchisor that such Mortgage Loan has been transferred to the Trust and request a replacement comfort letter
(or any such new document or acknowledgement as may be contemplated under the existing comfort letter), 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).

 

(e)        
Notwithstanding anything to the contrary contained herein, with respect to any Joint Mortgage Loan, the obligations of the related
Mortgage Loan Seller to deliver a Note to the Trustee, or a Custodian on its behalf, shall be limited to delivery of only the
Note held by such party to the Trustee, or Custodian on its behalf.  With respect to any Joint Mortgage Loan, the obligations
of each Mortgage Loan Seller to deliver the remaining portion of the related Mortgage File or any document required to be delivered
with respect thereto shall be joint and several, provided that either of the related Mortgage Loan Sellers may deliver
one Mortgage File or one of any other document required to be delivered with respect to any Joint Mortgage Loan hereunder and
such delivery shall satisfy such delivery requirements for each of the related Mortgage Loan Sellers.

 

(f)         
Each Mortgage Loan Purchase Agreement shall provide that within 60 days after the Closing Date, each Mortgage Loan Seller shall
deliver or cause to be delivered an electronic copy of the Diligence File for each of its Mortgage Loans to (or as instructed
by) the Depositor, together with an index identifying each such document delivered, each such Diligence File being organized and
categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and the related Mortgage Loan
Seller.  Each Mortgage Loan Purchase Agreement shall further provide that within 60 days after the Closing Date, the applicable
Mortgage Loan Seller shall provide to the Depositor (together with copies (which may be sent by electronic mail) to the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Asset Representations Reviewer) with a certificate
stating that (i) the applicable Mortgage Loan Seller has delivered or caused to be delivered
an electronic copy of the Diligence File for each of its Mortgage Loans, (ii) the Diligence File contains all documents and information
required under the definition of “Diligence File” and (iii) the Diligence File is organized and categorized in accordance
with the electronic file structure reasonably agreed to by the Depositor and the related Mortgage Loan Seller (the “Diligence
File Certification”).

 

(g)       
On the Closing Date, the Depositor shall deliver to the Master Servicer the Initial Schedule AL File and the Initial Schedule
AL Additional File in XML Format and Excel format and the Annex A-1 to the Prospectus at the following email address: NoticeAdmin@midlandls.com.

 

Section 2.02  
Acceptance by Custodian and the Trustee.  By its execution and delivery of this Agreement, the Trustee acknowledges
the assignment to it of the Mortgage 

 

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Loans
in good faith without notice of adverse claims and declares that the Custodian holds and will hold such documents and all others
delivered to it constituting the Mortgage File (to the extent the documents constituting the Mortgage File are actually delivered
to the Custodian) for any Mortgage Loan assigned to the Trustee hereunder in trust, upon the conditions herein set forth, for
the use and benefit of all present and future Certificateholders and Serviced Companion Loan Noteholders. 
 

The
Custodian hereby certifies to each of the Directing Holder, the Depositor, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer, the Operating Advisor and each Mortgage Loan Seller that except as identified in the Custodian’s
closing date certification, which shall be delivered no later than two Business Days after the Closing Date substantially in the
form attached as Exhibit N-1 to this Agreement, (i) each Mortgage Note (or copy
thereof, with respect to any Serviced Companion Loan) is in its possession and has been reviewed by the Custodian and (A) appears
regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower),
(B) appears to have been executed (where appropriate) and (C) purports to relate to such Mortgage Loan and (ii) each
of the documents specified in Section 2.01(a)(ii), Section 2.01(a)(vii), Section 2.01(a)(xi)
and Section 2.01(a)(xix) of this Agreement have been received, have been executed, appear to be what they purport
to be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner or mutilated or
otherwise defaced, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule.  If the
Custodian does not send a closing date certification on the Closing Date, it shall send an email confirmation to the Trustee that
it has received all of the Mortgage Notes (or copies or lost note affidavits as permitted), subject to any exceptions noted therein,
on the Closing Date.

 

On
or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th day following the
Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date, (ii) the day
on which all material exceptions have been removed and (iii) the day on which the applicable Mortgage Loan Seller has repurchased
or substituted for the last affected Mortgage Loan), the Custodian shall review each Mortgage File and shall certify to each of
the Directing Holder, the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer and each Mortgage Loan Seller in the form attached as Exhibit N-2
 to this Agreement that all documents (other than documents referred to in clauses (xix) and (xx) of Section 2.01(a) of
this Agreement, which shall be delivered to the Master Servicer, and the documents referred to in clauses (iii), (iv)(B),
(v)(B) and (viii)(B) of Section 2.01(a) of this Agreement and the assignments of financing
statements referred to in clause (xiii) of Section 2.01(a) of this Agreement, which shall be delivered
for filing or recording by the related Mortgage Loan Seller as provided herein) referred to in Section 2.01(a) above
(in the case of the documents referred to in Section 2.01(a)(iv), Section 2.01(a)(vi), Section 2.01(a)(viii),
Section 2.01(a)(ix), Section 2.01(a)(x), Section 2.01(a)(xi), Section 2.01(a)(xii) through Section 2.01(a)(xvi) and Section 2.01(a)(xviii) through Section 2.01(a)(xx) of
this Agreement, as identified to it in writing as a document required to be delivered by the related Mortgage Loan Seller) and
any original recorded documents included in the delivery of a Mortgage File have been received, have been executed, appear to
be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner
or mutilated or otherwise defaced, and that such documents relate to 

 

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the
Mortgage Loans identified in the Mortgage Loan Schedule.  In so doing, the Custodian may rely on the purported due execution
and genuineness of any such document and on the purported genuineness of any signature thereon.  With respect to any Non-Serviced
Mortgage Loan, the Custodian shall only be required to certify to each of the Directing Holder, the Depositor, the Certificate
Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
and each Mortgage Loan Seller that the document set forth in Section 2.01(a)(i) has been received, subject to
the preceding provisions of this Section 2.02.

 

If
at the conclusion of such review any document or documents constituting a part of a Mortgage File have not been executed or received,
have not been recorded or filed (if required), are unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, appear
not to be what they purport to be or have been torn in any materially adverse manner or mutilated or otherwise defaced, the Custodian
shall promptly so notify (in the form attached as Exhibit M to this Agreement) the
Trustee, the Directing Holder (but only if no Consultation Termination Event has occurred and is continuing), the Depositor, the
Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
and the related Mortgage Loan Seller by providing a written report, setting forth for each affected Mortgage Loan, with particularity,
the nature of the defective or missing document.  The Depositor shall or shall cause the related Mortgage Loan Seller to
deliver to the Custodian an executed, recorded or undamaged document, as applicable, or, if the failure to deliver such document
in such form constitutes a Material Defect, the Depositor shall cause the related Mortgage Loan Seller to cure, repurchase or
substitute for the related Mortgage Loan in the manner provided in Section 2.03(e) of this Agreement.  None of
the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian or the Trustee shall be responsible for
any loss, cost, damage or expense to the Trust Fund resulting from any failure to receive any document constituting a portion
of a Mortgage File noted on such a report or for any failure by the Depositor to use its best efforts to deliver any such document.

 

Contemporaneously
with its execution of this Agreement, the Depositor shall cause each Mortgage Loan Seller to deliver a power of attorney substantially
in the form of Exhibit C to the applicable Mortgage Loan Purchase Agreement to the Master Servicer and Special Servicer,
that permits such parties to take such other action as is necessary to effect the delivery, assignment and/or recordation of any
documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required
for enforcement by the Trust Fund.  Pursuant to the related Mortgage Loan Purchase Agreement, each of the Mortgage Loan Sellers
will be required to effect (at the expense of the applicable Mortgage Loan Seller) the assignment and recordation of its respective
Loan Documents until the assignment and recordation of all such Loan Documents has been completed.

 

In
reviewing any Mortgage File pursuant to the third preceding paragraph or Section 2.01 of this Agreement, the Master
Servicer shall have no responsibility to cause the Custodian or Trustee to, and the Custodian or Trustee will have no responsibility
to, examine any opinions or determine whether any document is legal, valid, binding, sufficient, duly authorized or enforceable,
whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the
Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable
jurisdiction, 

 

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whether
a blanket assignment is permitted in any applicable jurisdiction, or whether any Person executing any document or rendering any
opinion is authorized to do so or whether any signature thereon is genuine.

 

The
Custodian shall hold that portion of the Trust Fund delivered to the Custodian consisting of “instruments” (as such
term is defined in Section 9-102 of the Uniform Commercial Code as in effect in Minnesota on the date hereof) in Minnesota
and, except as otherwise specifically provided in this Agreement, shall not remove such instruments from Minnesota unless it receives
an Opinion of Counsel (obtained and delivered at the expense of the Person requesting the removal of such instruments from Minnesota)
that if the transfer of the Mortgage Loans to the Trustee is deemed not to be a sale, after such removal, the Trustee will possess
a first priority perfected security interest in such instruments.

 

Section 2.03  
Representations, Warranties and Covenants
of the Depositor; Repurchase and Substitution of Mortgage Loans.  (a)  The Depositor hereby represents and
warrants that:

 

(i)   
The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;

 

(ii)  
The Depositor has taken all necessary 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;

 

(iii) 
This Agreement has been duly and validly executed and delivered by the Depositor and 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 in accordance with the terms of this Agreement, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other laws
relating to or affecting creditors’ rights generally, or by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law);

 

(iv) 
The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict
with any provision of its certificate of incorporation or bylaws, or any law or regulation to which the Depositor is subject,
or conflict with, result in a breach of or constitute a default under (or an event which with notice or lapse of time or both
would constitute a default under) any of the terms, conditions or provisions of any agreement or instrument to which the Depositor
is a party or by which it is bound, or any law, order or decree applicable to the Depositor, or result in the creation or imposition
of any lien on any of the Depositor’s assets or property, which would materially and adversely affect the ability of the
Depositor to carry out the transactions contemplated by this Agreement;

 

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(v)           The certificate of incorporation of the Depositor provides that the Depositor is permitted to engage in only the following activities:

 

(A)         to acquire, own, hold, sell, transfer, assign, pledge and otherwise deal with the following:  (I) “fully-modified pass-through” certificates (“GNMA Certificates”) issued and guaranteed as to timely payment of principal and interest by the Government National Mortgage Association (“GNMA”), a wholly-owned corporate instrumentality of the United States within the Department of Housing and Urban Development organized and existing under Title III of the National Housing Act of 1934; (II) Guaranteed Mortgage Pass-Through Certificates (“FNMA Certificates”) issued and guaranteed as to timely payment of principal and interest by FNMA; (III) Mortgage Participation Certificates (“FHLMC Certificates”) issued and guaranteed as to timely payment of interest and ultimate or full payment of principal by FHLMC; (IV) any other participation certificates, pass-through certificates or other obligations or interests backed directly or indirectly by mortgage loans and issued or guaranteed by GNMA, FNMA or FHLMC (collectively with the GNMA Certificates, FNMA Certificates and FHLMC Certificates, the “Agency Securities”); (V) mortgage-backed securities, which securities need not be issued or guaranteed, in whole or in part, by any governmental entity, issued by one or more private entities (hereinafter referred to as “Private Securities”); (VI) mortgage loans secured by first, second or more junior liens on one-to-four family residential properties, multifamily properties that are either rental apartment buildings or projects containing five or more residential units or commercial properties, regardless of whether insured or guaranteed in whole or in part by any governmental entity, or participation interests or stripped interests in such mortgage loans (“Mortgage Loans”); (VII) conditional sales contracts and installment sales or loan agreements or participation interests therein secured by manufactured housing (“Contract”); and (VIII) receivables of third-parties or other financial assets of third-parties, either fixed or revolving, that by their terms convert into cash within a finite time period (“Other Assets”);

 

(B)          to loan its funds to any person under loan agreements and other arrangements which are secured by Agency Securities, Private Securities, Mortgage Loans, Contracts and/or Other Assets;

 

(C)          to authorize, issue, sell and deliver bonds or other evidences of indebtedness that are secured by Agency Securities, Private Securities, Mortgage Loans, Contracts and/or Other Assets;

 

(D)          to authorize, issue, sell and deliver certificates evidencing beneficial ownership interests in pools of Agency Securities, Private Securities, Mortgage Loans, Contracts and/or Other Assets; and

 

(E)          to
engage in any activity and to exercise any powers permitted to corporations under the laws of the State of Delaware that are incident
to the foregoing and necessary or convenient to accomplish the foregoing. 





 






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Capitalized terms defined in this clause (v) shall apply only to such clause;

 

(vi)           There is no action, suit, proceeding or investigation pending or threatened against the Depositor in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the ability of the Depositor to carry out its obligations under this Agreement;

 

(vii)          No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body, is required for the execution, delivery and performance by the Depositor of or compliance by the Depositor with this Agreement, or if required, such approval has been obtained prior to the Cut-off Date; and

 

(viii)         The Trustee, if not the owner of the related Mortgage Loan, will have a valid and perfected security interest of first priority in each of the Mortgage Loans and any proceeds thereof.

 

(b)       The Depositor hereby represents and warrants with respect to each Mortgage Loan that:

 

(i)           Immediately prior to the transfer and assignment to the Trustee by the Depositor, the Mortgage Note and the Mortgage were not subject to an assignment or pledge, and the Depositor had good title to, and was the sole owner of, the Mortgage Loan and had full right to transfer and sell the Mortgage Loan to the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest; provided that, in the case of a Non-Serviced Mortgage Loan, the related Mortgage has been (or will be) assigned to the Other Trustee under the Other Pooling and Servicing Agreement for the benefit of the holders of securities issued in connection with the related Other Securitization, as applicable;

 

(ii)           The Depositor is transferring such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan;

 

(iii)          The related Assignment of Mortgage constitutes the legal, valid and binding assignment of such Mortgage from the Depositor to the Trustee, and any related Reassignment of Assignment of Leases, Rents and Profits constitutes the legal, valid and binding assignment from the Depositor to the Trustee; and

 

(iv)          No claims have been made by the Depositor under the lender’s title insurance policy, and the Depositor has not done anything which would impair the coverage of such lender’s title insurance policy.

 

(c)           It is understood and agreed that the representations and warranties set forth in this Section 2.03 shall survive delivery of the respective Mortgage Files to the Custodian until the termination of this Agreement, and shall inure to the benefit of the Certificateholders, any Serviced Companion Loan Noteholders, Certificate Administrator, the Trustee, the Custodian, the Master Servicer and the Special Servicer.


 






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(d)           If the Master Servicer or the Special Servicer (i) receives a Repurchase Communication of a request or demand for repurchase or replacement of a Mortgage Loan because of a Breach or a Defect (each as defined below) (any such request or demand, a “Repurchase Request”, and the Master Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); (ii) receives a Repurchase Communication of a withdrawal of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”), (iii) receives a Repurchase Communication that any Mortgage Loan that was subject to a Repurchase Request has been repurchased or replaced (a “Repurchase”), or (iv) receives a Repurchase Communication of the rejection of a Repurchase Request (a “Repurchase Request Rejection”), then such Person shall deliver written notice of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection (each such notice, a “Rule 15Ga-1 Notice”) to the Depositor, the Master Servicer, the Special Servicer and the related Mortgage Loan Seller, in each case within ten Business Days from such party’s receipt of a Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable; provided, however, if the Master Servicer or the Special Servicer receives notice of a Repurchase Request Withdrawal or Repurchase Request Rejection from the Special Servicer or the Master Servicer, as applicable, then such receiving party shall have no obligation to deliver such notice to any other party.

 

Each Rule 15Ga-1 Notice shall include (i) the identity of the related Mortgage Loan, (ii) the date the Repurchase Communication of the Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable, was received and (iii) in the case of a Repurchase Request, (A) the identity of the Person making such Repurchase Request, (B) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (C) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request.

 

No Person that is required to provide a Rule 15Ga-1 Notice pursuant to this Section 2.03(d) (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(d) is so provided only to assist the related Mortgage Loan Seller, the Depositor and its Affiliates to comply with Rule 15Ga-1 under the Exchange Act, 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(d) by a Rule 15Ga-1 Notice Provider, 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.

 


In the event that the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives a Repurchase Communication of a Repurchase Request or a Repurchase Request Withdrawal, then such party shall promptly forward such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal to the Master Servicer, if relating to a Performing Loan, or to


 






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 the Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence:  “This is a “Repurchase Request [Withdrawal]” under Section 2.03(d) of the Pooling and Servicing Agreement relating to the Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13 requiring action by you as the recipient of such Repurchase Request or Repurchase Request Withdrawal thereunder”.  Upon receipt of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal, and such party shall comply with the procedures set forth in this Section 2.03(d) with respect to such Repurchase Request or Repurchase Request Withdrawal.  In no event shall the Custodian, by virtue of this provision, be required to provide any notice other than as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage File.

 


(e)           A “Defect” shall exist with respect to a Mortgage Loan if any document constituting a part of the related Mortgage File has not been delivered within the time periods provided for in the related Mortgage Loan Purchase Agreement, has not been properly executed, is missing, does not appear to be regular on its face or contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule.  A “Breach” shall mean a breach of any representation or warranty of any Mortgage Loan Seller made pursuant to the related Mortgage Loan Purchase Agreement with respect to any Mortgage Loan.  If any party hereto discovers or receives notice of a Defect or a Breach, and if such Defect is a Material Defect or such Breach is a Material Breach, as applicable, then such party, on behalf of the Trust Fund, shall give prompt written notice thereof (which notice shall be accompanied by a written demand to cure, repurchase or substitute in accordance with the applicable Mortgage Loan Purchase Agreement) to the related Mortgage Loan Seller, the other parties hereto, the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), the related Serviced Companion Loan Noteholder (if any) and, for so long as no Consultation Termination Event has occurred and is continuing, the Directing Holder.  If any such Defect or Breach materially and adversely affects the value of any Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee in any Mortgage Loan or Mortgaged Property, or causes the related Mortgage Loan to be other than a Qualified Mortgage, then such Defect shall constitute a “Material Defect” or such Breach shall constitute a “Material Breach,” as the case may be; provided that if any of the documents specified in Section 2.01(a)(i), Section 2.01(a)(ii), Section 2.01(a)(vii), Section 2.01(a)(xi) and Section 2.01(a)(xix) of this Agreement are not delivered as required in the related Mortgage Loan Purchase Agreement, it shall be deemed a Material Defect.  The Custodian, the Certificate Administrator and the Trustee shall not be required to make any such determination.  Promptly upon receiving written notice of any such Material Defect or Material Breach with respect to a Mortgage Loan, accompanied by a written demand to take the actions contemplated by this sentence from the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian, on behalf of the Trust Fund, the applicable Mortgage Loan Seller shall, not later than 90 days from the applicable Mortgage Loan Seller’s receipt of such notice of such Material Defect or Material Breach, as the case may be (or, in the case of a Material Defect or Material Breach relating to a Mortgage Loan not being a Qualified Mortgage, not later than 90 days after


 






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 the Mortgage Loan Seller or any party hereto discovering such Material Defect or Material Breach, provided that the related Mortgage Loan Seller has received notice in accordance with the terms of the related Mortgage Loan Purchase Agreement) (any such 90-day period, the “Initial Resolution Period”), (i) cure the same in all material respects, (ii) repurchase the affected Mortgage Loan at the applicable Purchase Price in conformity with the applicable Mortgage Loan Purchase Agreement or (iii) substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, as applicable, for which no substitution will be permitted) for such affected Mortgage Loan (provided that, in no event shall such substitution occur later than the second anniversary of the Closing Date) and pay to the Master Servicer for deposit into the Collection Account (or, with respect to any Serviced Whole Loan, the applicable Serviced Whole Loan Collection Account) any Substitution Shortfall Amount in connection therewith; provided that if (i) such Material Defect or Material Breach is capable of being cured but not within the Initial Resolution Period or, with respect to the immediately preceding proviso, the time period set forth therein, (ii) such Material Defect or Material Breach is not related to any Mortgage Loan’s not being a Qualified Mortgage, (iii) the Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect or Material Breach within the Initial Resolution Period and (iv) the Mortgage Loan Seller has delivered to the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Certificate Administrator (who will promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the Trustee, the Operating Advisor and, prior to the occurrence of a Consultation Termination Event, the Directing Holder, an officer’s certificate that describes the reason the cure was not effected within the initial 90-day period, then the Mortgage Loan Seller shall have an additional period equal to the applicable Resolution Extension Period to complete such cure or, failing such cure, to repurchase the Mortgage Loan and the related REO Loan or, if applicable, substitute a Qualified Substitute Mortgage Loan.  Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a Borrower), healthcare facility, nursing home, assisted living facility, theatre or fitness center (operated by a Borrower), then the failure to deliver to the Custodian copies of the UCC financing statements with respect to such Mortgage Loan shall not be a Material Defect.  With respect to any Joint Mortgage Loan, each applicable Mortgage Loan Seller’s obligation shall be such Mortgage Loan Seller’s pro rata share based on such Mortgage Loan Seller’s percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement in such Joint Mortgage Loan.  With respect to the Non-Serviced Mortgage Loans, the related Mortgage Loan Seller agrees that any Defect as such term is defined in the related Other Pooling and Servicing Agreement (other than a Defect related to the promissory note for the related Companion Loan) will constitute a Defect under the related Mortgage Loan Purchase Agreement.

 

Notwithstanding the foregoing, if there is a Material Breach or Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan, the applicable Mortgage Loan Seller will not be obligated to repurchase the Mortgage Loan and such Material Breach or Material Defect will be considered Resolved if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Loan Documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Loan Documents and the Mortgage Loan Seller provides an Opinion of Counsel to the effect that such release would not cause an Adverse REMIC Event to occur and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


 


 



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If a Mortgage Loan Seller, in connection with a Material Defect or a Material Breach (or an allegation of a Material Defect or a Material Breach) pertaining to a Mortgage Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the Trust (and with the consent of the Directing Holder if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”) with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(e) of this Agreement.  In connection with any such determination with respect to any Performing Loan, the Master Servicer shall promptly provide the Special Servicer, but in any event within the time frame and in the manner set forth in Section 3.23, with the Servicing File and all information, documents (but excluding the original documents constituting the Mortgage File) and records (including records stored electronically) relating to such Mortgage Loan or Serviced Whole Loan, as applicable, and reasonably requested by the Special Servicer pursuant to Section 2.03 in order to permit the Special Servicer to calculate the Loss of Value Payment.  If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material Breach or Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Breach or Material Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Breach or Material Defect under any circumstances.  This paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Trust, provided that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller or the Trustee from exercising any of its rights related to a Material Defect or a Material Breach in the manner and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan); (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect or a Material Breach as a result of a Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment.  With respect to any Joint Mortgage Loan, each applicable Mortgage Loan Seller’s obligation shall be such Mortgage Loan Seller’s pro rata share based on such Mortgage Loan Seller’s percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement in such Joint Mortgage Loan.

 

If any Breach pertains to a representation or warranty to the effect that the related Mortgage Loan documents or any particular Mortgage Loan document requires the related Borrower to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s), then the related Mortgage Loan Seller shall cure such Breach within the applicable cure period (as the same may be extended) by reimbursing the Trust Fund (by wire transfer of immediately available funds) the reasonable amount of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust Fund that are incurred as a result of such Breach and have not been reimbursed by the related Borrower; provided, however, that in the event any such costs and expenses exceed $10,000, the related Mortgage Loan Seller shall have the option to either repurchase or substitute for the related Mortgage Loan as provided above or pay such costs and expenses.  Except as provided in the proviso to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses and upon its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in 


 






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all respects.  To the extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained from the related Borrower, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses obtained from the related Borrower shall promptly be returned to the related Mortgage Loan Seller.  With respect to any Joint Mortgage Loan, each applicable Mortgage Loan Seller’s obligation shall be such Mortgage Loan Seller’s pro rata share based on such Mortgage Loan Seller’s percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement in such Joint Mortgage Loan.

 


(f)            In connection with any repurchase of or substitution for a Mortgage Loan contemplated by this Section 2.03, (A) the Custodian, the Master Servicer (with respect to any Performing Loan) and the Special Servicer (with respect to any Specially Serviced Loan) shall each tender to the applicable Mortgage Loan Seller all portions of the Mortgage File (in the case of the Custodian) and the Servicing File (in the case of the Master Servicer and the Special Servicer, as applicable) and other documents pertaining to such Mortgage Loan possessed by it (other than attorney-client communications that are privileged communications), upon delivery (i) to each of the Master Servicer or the Special Servicer, as applicable, of a trust receipt and (ii) to the Custodian by the Master Servicer or the Special Servicer, as applicable, of a Request for Release and an acknowledgement by the Master Servicer or Special Servicer, as applicable, of its receipt of the Purchase Price or the Substitution Shortfall Amount from the applicable Mortgage Loan Seller, (B) each document that constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned without recourse in the form of endorsement or assignment provided to the Custodian by the applicable Mortgage Loan Seller, as the case may be, to the applicable Mortgage Loan Seller as shall be necessary to vest in the applicable Mortgage Loan Seller the legal and beneficial ownership of such Mortgage Loan to the extent such ownership was transferred to the Trustee (provided that the Master Servicer or Special Servicer, as applicable, shall use reasonable efforts to cooperate in furnishing necessary information to the extent in its possession to the Mortgage Loan Seller in connection with such Mortgage Loan Seller’s preparation of such endorsement or assignment) and (C) the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall release, or cause a release of, any escrow payments and reserve funds held by the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, or on the Trustee’s, the Certificate Administrator’s, the Master Servicer’s and the Special Servicer’s, as applicable, behalf, in respect of such Mortgage Loan to the applicable Mortgage Loan Seller.

 

(g)           The Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee, use reasonable efforts to enforce the obligations of the applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement.  Such enforcement, including, without limitation, the legal prosecution of claims, shall be carried out in accordance with the Servicing Standard.  The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as the case may be, shall be reimbursed for the reasonable costs of such enforcement:  first, pursuant to Section 3.06 of this Agreement (with respect to the related Mortgage Loan), out of the related Purchase Price or Substitution Shortfall Amount, as applicable, to the extent that such expenses are a specific component thereof; and second, if at the conclusion of such enforcement action it is determined that the amounts described in clause first are insufficient, then pursuant to Section 3.06 of this Agreement, out of general collections on the Mortgage Loans on deposit in the Collection Account in each case with


 






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interest
thereon at the Reimbursement Rate from the time such expense was incurred to, but excluding, the date such expense was reimbursed. 
To the extent the applicable Mortgage Loan Seller prevails in such proceeding, such Mortgage Loan Seller shall be entitled to
reimbursement from the Trust for all necessary and reasonable costs and expenses incurred in connection with such proceeding,
including reasonable attorneys’ fees.


 

So long as document exceptions are outstanding, on each anniversary of the Closing Date, the Custodian shall prepare and forward to the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing Holder (as identified to the Custodian by the Certificate Administrator) and the applicable Mortgage Loan Seller, a document exception report setting forth the then current status of any Defects related to the Mortgage Files pertaining to the Mortgage Loans sold by such Mortgage Loan Seller.

 

As to any Qualified Substitute Mortgage Loan, the Master Servicer (with respect to Performing Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall direct the related Mortgage Loan Seller to deliver to the Custodian for such Qualified Substitute Mortgage Loan (with a copy to the Master Servicer), the related Mortgage File with the related Mortgage Note endorsed as required by Section 2.01(a)(i) hereof.  Periodic Payments due with respect to Qualified Substitute Mortgage Loans in or prior to the month of substitution shall not be part of the Trust Fund and, if received by the Master Servicer, shall be remitted by the Master Servicer to the related Mortgage Loan Seller on the next succeeding Distribution Date.  For the month of repurchase or substitution, distributions to Certificateholders will include the Periodic Payment(s) due on the related Removed Mortgage Loan, if and to the extent 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, as applicable, and such Mortgage Loan Seller shall be entitled to retain all amounts received thereafter in respect of such Removed Mortgage Loan.

 

In any month in which a Mortgage Loan Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Removed Mortgage Loans, the Master Servicer will determine the applicable Substitution Shortfall Amount and promptly notify the Certificate Administrator thereof.  Promptly upon receipt of such notice, the Certificate Administrator shall direct such Mortgage Loan Seller to deposit into the Collection Account and/or the applicable Serviced Whole Loan Collection Account, as applicable, cash equal to such amount concurrently with the delivery of the Mortgage Files for such Qualified Substitute Mortgage Loans, without any reimbursement thereof.  The Certificate Administrator shall also direct such Mortgage Loan Seller to give written notice to the Depositor, the Trustee and the Master Servicer of such deposit.  The Certificate Administrator shall cause its Distribution Date Statement to reflect the removal of each Removed Mortgage Loan and, if applicable, the substitution of the Qualified Substitute Mortgage Loan.  Upon any such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects.

 

It is understood and agreed that Section 6 of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders and the Trustee on behalf of the Certificateholders respecting any Breach (including a Breach with respect to a Mortgage Loan failing to constitute a Qualified Mortgage) or any Defect.


 






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(h)           In the event that any litigation is commenced which alleges facts which, in the judgment of the Depositor, could constitute a breach of any of the Depositor’s representations and warranties relating to the Mortgage Loans, the Depositor hereby reserves the right to conduct the defense of such litigation at its expense and shall not be required to obtain any consent from the Master Servicer, the Special Servicer or the Directing Holder, unless such defense results in any liability of the Master Servicer, the Special Servicer or the Directing Holder, as applicable.

 

(i)            If for any reason a Mortgage Loan Seller fails to fulfill its obligations under the related Mortgage Loan Purchase Agreement with respect to any Mortgage Loan, the Master Servicer (with respect to Performing Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall use reasonable efforts in enforcing any obligation of such Mortgage Loan Seller (including but not limited to) to cure, repurchase or substitute for such Mortgage Loan under the terms of the related Mortgage Loan Purchase Agreement all at the expense of such Mortgage Loan Seller.

 

(j)            Notwithstanding anything to the contrary contained in this Agreement, for the purposes of Section 2.03 of this Agreement and any provision relating to repurchase and substitution obligations for a Material Breach or Material Defect, with respect to any Joint Mortgage Loan, the obligations of each of the applicable Mortgage Loan Sellers to repurchase or substitute such Joint Mortgage Loan shall be limited to a repurchase, substitution or Loss of Value Payment with respect to the Note it sold to the Depositor in accordance with the related Mortgage Loan Purchase Agreement.  With respect to any Joint Mortgage Loan, any cure by either of the applicable Mortgage Loan Sellers with respect to the Note sold by it to the Depositor in accordance with the related Mortgage Loan Purchase Agreement that also cures the Material Defect or Material Breach with respect to the entire related Joint Mortgage Loan shall satisfy the cure obligations of both Mortgage Loan Sellers with respect to such Joint Mortgage Loan.

 

(k)           (i) In the event an Initial Requesting Certificateholder delivers a written request to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor (solely in its capacity as Operating Advisor) that a Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Breach or Material Defect with respect to such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party shall promptly forward that Certificateholder Repurchase Request to the Master Servicer and the Special Servicer, and the Enforcing Servicer shall promptly forward that Repurchase Request to the related Mortgage Loan Seller and each other party to this Agreement and take the actions required under Section 2.03(e).  Subject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to the Certificateholder Repurchase Request. If a Resolution Failure occurs with respect to the Certificateholder Repurchase Request, the provisions described below under Section 2.03(l) shall apply.

 


(ii)          In the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor (solely in its capacity as Operating Advisor) has knowledge of a Material Breach or Material Defect with respect to a Mortgage Loan, that party shall deliver prompt written notice of such Material


 






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 Breach or Material Defect to the Master Servicer and the Special Servicer, and the Enforcing Servicer shall promptly forward to each other party to this Agreement and the related Mortgage Loan Seller, identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request” and, each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, a “Repurchase Request”).  Subject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to the PSA Party Repurchase Request.  If a Resolution Failure occurs with respect to the PSA Party Repurchase Request, the provisions described below under Section 2.03(l) shall apply.

 

(iii)            In the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request (such event, a “Resolution Failure”), and for all purposes herein, such Resolution Failure shall be deemed to have occurred.  Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage Loan Seller.

 

(iv)           Within two (2) Business Days after a Resolution Failure occurs with respect to a PSA Party Repurchase Request made by any party other than the Special Servicer or a Certificateholder Repurchase Request made by any Certificateholder other than the Trust Directing Holder or a Controlling Class Certificateholder, in each case, related to a Performing Loan, the Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action Notice”) to the Special Servicer, indicating the Master Servicer’s analysis and recommended course of action with respect to such Repurchase Request, along with the Servicing File and all information, documents (but excluding the original documents constituting the Mortgage File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Performing Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise reasonably available to the Master Servicer, and reasonably requested by the Special Servicer to enable it to assume its duties hereunder to the extent set forth hereunder for such Performing Loan. Upon receipt of such Master Servicer Proposed Course of Action Notice and such Servicing File, the Special Servicer shall become the Enforcing Servicer with respect to such Repurchase Request.

 


(l)            (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 (the “Proposed Course of Action”). If the Master Servicer is the Enforcing Servicer, the Master Servicer may (but shall not be obligated to) consult with the Special Servicer and (for so long as no Consultation Termination Event has occurred and is continuing) the Directing Holder regarding any Proposed Course of Action.  Such notice shall include (a) a request to Certificateholders to indicate their agreement with or dissent from such


 






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 Proposed Course of Action by clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice within 30 days of the date of such notice and a disclaimer that responses received after such 30-day period will not be taken into consideration, (b) a statement that in the event any Certificateholder disagrees with the Proposed Course of Action, the Enforcing Servicer (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing Party) shall be compelled to follow the course of action agreed to and/or proposed by the majority of the responding Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, (c) a statement that responding Certificateholders will be required to certify their holdings in connection with such response, (d) a statement that only responses clearly marked “agree” or “disagree” with such Proposed Course of Action will be taken into consideration and (e) instructions for responding Certificateholders to send their responses to the applicable Enforcing Servicer and the Certificate Administrator.  The Certificate Administrator shall within three (3) Business Days after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders and share the results with the Enforcing Servicer.  The Certificate Administrator shall only count responses timely received and clearly indicating agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language shall not be taken into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with the Proposed Course of Action.  The Certificate Administrator shall be under no obligation to answer any questions from Certificateholders regarding such Proposed Course of Action.  For the avoidance of doubt, the Certificate Administrator’s obligations in connection with this Section 2.03(l) shall be limited solely to tabulating Certificateholder responses of “agree” or “disagree” to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement obligation on the Certificate Administrator.  The Enforcing Servicer may conclusively rely (without investigation) on the Certificate Administrator’s tabulation of the majority of the responding Certificateholders.  If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation or arbitration.  In the event any Certificateholder or Certificate Owner entitled to do so delivers a Preliminary Dispute Resolution Election Notice, and the Enforcing Servicer has also received responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action, such responses shall be considered Preliminary Dispute Resolution Election Notices supporting the Proposed Course of Action for purposes of determining the course of action proposed by the majority of Certificateholders.


 






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(ii)            If neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled to do so delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner otherwise entitled to do so 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 Trust Directing Holder pursuant to Section 6.08.

 

(iii)           Promptly and in any event within 10 Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses (a) and (b), a “Requesting Certificateholder”; provided that a Holder of a Class VRR Interest Certificate may not be a Requesting Certificateholder), the Enforcing Servicer will be required to consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no later than 10 Business Days following the Dispute Resolution Cut-off Date.  The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems to be in accordance with the Servicing Standard relating to the timing and extent of such consultations. No later than 5 Business Days after completion of the Dispute Resolution Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).

 

(iv)           If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated under this Agreement to determine a course of action, including but not limited to, enforcing the rights of the Trust with respect to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration.

 


(v)            If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration) or arbitration.  If there is more than one Requesting Certificateholder that timely delivers a Final Dispute Resolution Election Notice, then such Requesting Certificateholders will collectively become the Enforcing Party, and the holder or holders of a majority of the Voting Rights among such Requesting Certificateholders will be entitled to make all decisions relating to such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement within 30 days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a


 






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 Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request, then the related Material Breach or Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase Agreement; provided, however, that such Material Breach or Material Defect shall not be deemed waived with respect a Requesting Certificateholder, any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances known to such party at the time when the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii), then the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party obligated and entitled to determine a course of action including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller.

 

(vi)           Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(l) will not apply, and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.

 

(vii)          In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain a party to any proceedings against the related Mortgage Loan Seller; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding shall be determined by such Enforcing Servicer (in consultation with the Directing Holder for so long as no Consultation Termination Event has occurred and is continuing), and in accordance with the Servicing Standard.  For the avoidance of doubt, the Depositor, the Mortgage Loan Sellers and any of their respective Affiliates shall not be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder.

 

(viii)         The Requesting Certificateholder is entitled to elect either mediation or arbitration in its sole discretion; however, the Requesting Certificateholder may not elect to then utilize the alternative method in the event that the initial method is unsuccessful.

 

(ix)            If (i) a Repurchase Request is made with respect to any Mortgage Loan based on any particular alleged Material Breach or Material Defect, (ii) a Resolution Failure is deemed to occur with respect to such Repurchase Request, and (iii) if either (A) a mediation or arbitration is undertaken with respect to such Repurchase Request or (B) the Certificateholders and Certificate Owners cease to have a right to refer such Repurchase Request to mediation or arbitration, in either case in accordance with the provisions of this Agreement, then no Certificateholder or Certificate Owner may make any subsequent Repurchase Request with respect to such Mortgage Loan based on the


 






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 same alleged Material Breach or Material Defect unless there is a material change in the facts and circumstances known to such party.

 


(x)            The Depositor, the Mortgage Loan Seller and any of their respective Affiliates shall not be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder.

 

(m)          If the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:

 

(i)             The mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller in accordance with published mediation procedures (the “Mediation Rules”) promulgated by a nationally recognized mediation services provider selected by the Mortgage Loan Seller (such provider, the “Meditation Services Provider”).

 

(ii)            The mediator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation, and commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions, and who will be appointed from a list of neutrals maintained by the Mediation Services Provider.  Upon being supplied a list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise two peremptory challenges within 14 days and to rank the remaining potential mediators in order of preference.  The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.

 

(iii)            The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.

 

(iv)           The expenses of any mediation shall be allocated among the parties to the mediation, including, if applicable, between the Enforcing Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.

 

(n)           If the Enforcing Party selects third-party arbitration, the following provisions will apply:

 

(i)             The arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan Seller in accordance with published arbitration procedures (the “Arbitration Rules”) promulgated by a nationally recognized arbitration services provider selected by the Mortgage Loan Seller (such provider, 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 commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions, and who will be appointed from a list of neutrals 


 






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maintained by the Arbitration Services Provider.  Upon being supplied a list of at least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory challenges within 14 days and to rank the remaining potential arbitrators in order of preference.  The Arbitration Services Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.

 

(iii)           Prior to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.

 

(iv)           After consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within 120 days.  The arbitrator shall have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.

 

(v)            Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such additional discovery is reasonable and necessary.

 

(vi)           The arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any post-hearing submissions.  The arbitrator shall resolve the dispute in accordance with the terms of the 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


 






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 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 selecting party is giving up the right to sue in court, including the right to a trial by jury.

 

(viii)         No person may bring a putative or certificated class action to arbitration.

 

(o)           The following provisions will apply to both mediation and third-party arbitration:

 

(i)              Any mediation or arbitration will be held in New York, New York unless another location is agreed by all parties.

 

(ii)             If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the final decision of the arbitration panel, solely by application in the Southern District if such court shall have subject matter jurisdiction, or if the Southern District has no jurisdiction, then it the Supreme Court of the State of New York for the County of New York.  The arbitration proceedings shall not be stayed unless so ordered by the court.

 

(iii)           The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 2.03).  Such information will be kept strictly confidential and will not be disclosed or shared with any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory requirement or court order.  If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with a reasonable opportunity to object to the production of its confidential information.

 


(iv)           In the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may be, shall be required 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


 






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 proceedings shall be determined by such Enforcing Servicer in consultation with the Directing Holder, provided that a Consultation Termination Event has not occurred and is continuing, and 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 mediation, as the case may be, will provide that in the event a Requesting Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses allocated to the Requesting Certificateholder.

 

(v)            In the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder shall be 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 Trustee or the Enforcing Party 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 the Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.

 

(vii)          For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing Servicer to perform its obligations with respect to a Mortgage Loan or the exercise of any rights of a Directing Holder (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).

 

(viii)         For the avoidance of doubt, any expenses required to be borne by or allocated to the Enforcing Servicer in mediation or arbitration or related responsibilities under this Agreement shall be reimbursable as Additional Trust Fund Expenses.

 

Section 2.04   Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Asset Representations Reviewer.  (a) The Master Servicer, as Master Servicer, hereby represents and warrants with respect to itself to the Trustee, for its own benefit and the benefit of the Certificateholders, and to the Depositor, the Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor and the Serviced Companion Loan Noteholders, 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


 






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 the Master Servicer is in compliance with the laws of each state (within the United States of America) in which any related Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;

 


(ii)            The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or its financial condition;

 

(iii)           The Master Servicer has the full corporate power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and has duly executed and delivered this Agreement;

 

(iv)           This Agreement, assuming due authorization, execution and delivery by the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Special Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

 

(v)           The Master Servicer is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand of any federal, state, municipal or governmental agency, which default, in the Master Servicer’s reasonable judgment is likely to materially and adversely affect the financial condition or operations of the Master Servicer or its properties taken as a whole or its ability to perform its duties and obligations hereunder;

 

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

 

(vii)         No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions of the Master Servicer contemplated by this Agreement,


 






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 except for any consent, approval, authorization or order which has been obtained, or which, if not obtained would not have a materially adverse effect on the ability of the Master Servicer to perform its obligations hereunder;

 


(viii)         Each officer and employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans or Serviced Whole Loans is covered by errors and omissions insurance and the fidelity bond in the amounts and with the coverage required by this Agreement or the Master Servicer self-insures for such risks in compliance with the requirements of Section 3.08(d) of this Agreement; and

 

(ix)           To the actual knowledge of the Master Servicer, the Master Servicer is not a Risk Retention Affiliate of the Third-Party Purchaser.

 

(b)           The Special Servicer, as Special Servicer, hereby represents and warrants to and covenants with the Trustee, for its own benefit and the benefit of the Certificateholders, and to the Depositor, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Serviced Companion Loan Noteholders, 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 Delaware, and the Special Servicer is in compliance with the laws of each state (within the United States of America) in which any related Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;

 

(ii)            The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents or (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or its financial condition;

 

(iii)           The Special Servicer has the full limited liability company power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and has duly executed and delivered this Agreement;

 

(iv)           This Agreement, assuming due authorization, execution and delivery by the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to applicable bankruptcy, insolvency,


 






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 reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

 


(v)            The Special Servicer is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand of any federal, state, municipal or governmental agency, which default, in the Special Servicer’s reasonable judgment is likely to materially and adversely affect the financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations hereunder;

 

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

 

(vii)           No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval, authorization or order which has been obtained, or which, if not obtained would not have a materially adverse effect on the ability of the Special Servicer to perform its obligations hereunder; and

 

(viii)         Each officer and employee of the Special Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans or Serviced Whole Loans is covered by errors and omissions insurance and the fidelity bond in the amounts and with the coverage required by this Agreement or the Special Servicer self-insures for such risks in compliance with the requirements of Section 3.08(d) of this Agreement.

 

(c)           [Reserved].

 

(d)           The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Serviced Companion Loan Noteholders as of the Closing Date, that:

 

(i)             The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America and has full power, authority and legal right to own its properties and conduct its business as presently conducted and to execute, deliver and perform the terms of this Agreement;

 

(ii)            This Agreement has been duly authorized, executed and delivered by the Trustee and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Trustee in accordance with its terms, except as such enforcement may be limited by bankruptcy,


 






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insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

 


(iii)            Neither the execution and delivery of this Agreement by the Trustee nor the consummation by the Trustee of the transactions herein contemplated to be performed by the Trustee, nor compliance by the Trustee with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any applicable law (subject to the appointment in accordance with such applicable law of any co-Trustee or separate Trustee required pursuant to this Agreement), governmental rule, regulation, judgment, decree or order binding on the Trustee or its properties or the organizational documents of the Trustee or the terms of any material agreement, instrument or indenture to which the Trustee is a party or by which it is bound which, in the Trustee’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under this Agreement;

 

(iv)           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 binding on the Trustee or any law, order or regulation of any federal, state, municipal or governmental agency having jurisdiction, or result in the creation or imposition of any lien, charge or encumbrance which, in any such event, would have consequences that would materially and adversely affect the condition (financial or otherwise) or operation of the Trustee or its properties;

 

(v)            No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body, is required for the execution, delivery and performance by the Trustee of or compliance by the Trustee with this Agreement, or if required, such approval has been obtained prior to the Cut-off Date or which, if not obtained, would have a materially adverse effect on the Trustee’s ability to perform its obligations hereunder;

 

(vi)           To the best of the Trustee’s knowledge, no litigation is pending or threatened against the Trustee which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement or the Indemnification Agreement, dated and effective the Pricing Date, between the Trustee, the Depositor, the Underwriters and the Initial Purchasers; and

 

(vii)          To the actual knowledge of the Trustee, the Trustee is not a Risk Retention Affiliate of the Third-Party Purchaser.


 






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(e)           The Certificate Administrator hereby represents and warrants to the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Serviced Companion Loan Noteholders, 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 and has full power, authority and legal right to own its properties and conduct its business as presently conducted and to execute, deliver and perform the terms of this Agreement;

 


(ii)            This Agreement has been duly authorized, executed and delivered by the Certificate Administrator and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Certificate Administrator in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

 

(iii)           Neither the execution and delivery of this Agreement by the Certificate Administrator nor the consummation by the Certificate Administrator of the transactions herein contemplated to be performed by the Certificate Administrator, nor compliance by the Certificate Administrator with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any applicable law, governmental rule, regulation, judgment, decree or order binding on the Certificate Administrator or its properties or the organizational documents of the Certificate Administrator or the terms of any material agreement, instrument or indenture to which the Certificate Administrator is a party or by which it is bound which, in the Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Certificate Administrator to perform its obligations under this Agreement;

 

(iv)           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 binding on the Certificate Administrator or any law, order or regulation of any federal, state, municipal or governmental agency having jurisdiction, or result in the creation or imposition of any lien, charge or encumbrance which, in any such event, would have consequences that are likely to affect materially and adversely the ability of the Certificate Administrator to perform its obligations under this Agreement;

 

(v)            No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body, is required for the execution, delivery and performance by the Certificate Administrator of or compliance by the Certificate Administrator with this Agreement, or if required, such approval has been obtained prior to the Cut-off Date or which, if not obtained, would have a materially


 






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 adverse effect on the Certificate Administrator’s ability to perform its obligations hereunder;

 

(vi)            To the best of the Certificate Administrator’s knowledge, no litigation is pending or 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 or the Indemnification Agreement, dated and effective the Pricing Date, between the Certificate Administrator, the Depositor, the Underwriters and the Initial Purchasers; and

 


(vii)           To the actual knowledge of the Certificate Administrator, the Certificate Administrator is not a Risk Retention Affiliate of the Third-Party Purchaser.

 

(f)            The Operating Advisor hereby represents and warrants to the Trustee, the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Serviced Companion Loan Noteholders, 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 has full power, authority and legal right to own its properties and conduct its business as presently conducted and to execute, deliver and perform the terms of this Agreement;

 

(ii)             The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents or (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor to perform its obligations under this Agreement or its financial condition;

 

(iii)            The Operating Advisor has the full limited liability company power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and has duly executed and delivered this Agreement;

 

(iv)           This Agreement, assuming due authorization, execution and delivery by the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, and the Depositor, constitutes a valid, legal and binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and general principles of 


 






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equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

 

(v)            The Operating Advisor is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand of any federal, state, municipal or governmental agency, which default, in the Operating Advisor’s reasonable judgment, is likely to materially and adversely affect the financial condition or operations of the Operating Advisor or its properties taken as a whole or its ability to perform its duties and obligations hereunder;

 


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

 

(vii)          No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Operating Advisor, or compliance by the Operating Advisor with, this Agreement or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval, authorization or order which has been obtained, or which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations hereunder;

 

(viii)         The Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement over the life of the Trust Fund; and

 

(ix)            The Operating Advisor is an Eligible Operating Advisor.

 

(g)           The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders, and to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator, as of the Closing Date, that:

 

(i)              The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;

 

(ii)             The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate any law, rule,


 






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 regulation, order, judgment or decree to which the Asset Representations Reviewer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its financial condition;

 

(iii)           The Asset Representations Reviewer has the full limited liability company power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and has duly executed and delivered this Agreement;

 


(iv)           This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

 

(v)            The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of the Asset Representations Reviewer;

 

(vi)           No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations Reviewer to perform its obligations under this Agreement;

 

(vii)           No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 






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(viii)         The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.

 

(h)           It is understood and agreed that the representations and warranties set forth in this Section shall survive delivery of the respective Mortgage Files to the Custodian on behalf of the Trustee until the termination of this Agreement, and shall inure to the benefit of the Trustee, the Depositor, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Serviced Companion Loan Noteholders and the Master Servicer or Special Servicer, as the case may be.  Upon discovery by the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or a Responsible Officer of the Trustee (or upon written notice thereof from any Certificateholder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders, the Certificate Administrator, the Master Servicer, Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Serviced Companion Loan Noteholders or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, the Serviced Companion Loan Noteholders and the Mortgage Loan Sellers.

 


Section 2.05   Execution and Delivery of Certificates; Issuance of Upper-Tier Regular Interests; Issuance of Lower-Tier Regular Interests.  The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the 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 Section 2.01 and Section 2.02 of this Agreement and, concurrently with such delivery, (i) acknowledges and hereby declares that it holds the Mortgage Loans for the benefit of (y) the Holders of the Class R Certificates (in respect of the Class LTR Interest) and (z) the Holder of the Lower-Tier Regular Interests; (ii) in exchange for the Mortgage Loans, acknowledges the issuance of the Lower-Tier Regular Interests and the Class LTR Interest represented by the Class R Certificates; (iii) acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC and hereby declares that it holds the Lower-Tier Regular Interests on behalf of the Upper-Tier REMIC and the Holders of the Regular Certificates; and (iv) in exchange for the Lower-Tier Regular Interests, has caused to be executed and caused to be authenticated and delivered to or upon the order of the Depositor, or as directed by the terms of this Agreement, the Regular Certificates and the Class UTR Interest, each represented by the Class R Certificates, in authorized denominations; and the Depositor hereby acknowledges the receipt by it or its designees of the Certificates, which Certificates evidence ownership of the entire Trust Fund.

 

Section 2.06    Miscellaneous REMIC Provisions.  (a)  The Lower-Tier Regular Interests issued hereunder are hereby designated as the “regular interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class LTR Interest, represented by the Class R Certificates, is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(2) of the Code.  The Regular Certificates are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class UTR Interest, represented by the Class R Certificates, is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(2) of the Code.  The Closing Date is hereby designated as the “Startup Day” of each Trust REMIC within the meaning of  


 






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Section
860G(a)(9) of the Code.  The “latest possible maturity date” of the Lower-Tier Regular Interests and the Regular
Certificates (other than the Class VRR Interest Certificates) for purposes of Section 860G(a)(l) of the Code is the Rated
Final Distribution Date.

 

(b)          
None of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer 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.

 


ARTICLE III 

 

ADMINISTRATION AND SERVICING 

OF THE TRUST FUND

 

Section 3.01   The Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Mortgage Loans and the Serviced Companion Loans.  (a)  The Master Servicer (generally with respect to Serviced Mortgage Loans and any related Serviced Companion Loans that are not Specially Serviced Loans) and the Special Servicer (generally with respect to Specially Serviced Loans and Serviced REO Loans), each as an independent contractor servicer, shall service and administer the Serviced Mortgage Loans and any related Serviced Companion Loans on behalf of the Trust Fund and the Trustee (as Trustee for the Certificateholders) and, in the case of any Serviced Whole Loan, the related Serviced Companion Loan Noteholder(s), (as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholder(s), as applicable, constituted a single lender (and with respect to any Serviced Whole Loan with a related Serviced Subordinate Companion Loan, taking into account the subordinate nature of such Serviced Subordinate Companion Loan)), in each case, in accordance with the Servicing Standard.

 


The Master Servicer’s or Special Servicer’s liability for actions and omissions in its capacity as Master Servicer or Special Servicer, as the case may be, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.03 hereof).  To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes; provided that nothing herein contained shall be construed as an express or implied guarantee by the Master Servicer or Special Servicer of the collectability of the Mortgage Loans or 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 through sub-servicers (subject to paragraph (c) of this Section 3.01, to the related sub-servicing agreement with each sub-servicer 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 that it may deem consistent with the Servicing Standard and, in its reasonable judgment, in the best interests of the Certificateholders, including, without limitation, with respect to each Serviced Mortgage Loan and, in the case of any Serviced Whole Loan, in the best interests of the Certificateholders and the Serviced Companion Loan Noteholder(s), as a collective whole as if such Certificateholders and (with respect to a Serviced Whole Loan) Serviced Companion Loan Noteholder(s) constituted a single lender (and with respect to any Serviced Whole Loan with any related Serviced Subordinate Companion Loan, taking into


 






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 account the subordinate nature of such Serviced Subordinate Companion Loan)) to prepare, execute and deliver, on behalf of the Certificateholders and Serviced Companion Loan Noteholders 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) any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File; 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 such Mortgage Loans and the Mortgaged Properties.  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 except under the circumstances described in Section 3.03, Section 3.09, Section 3.10, Section 3.24, Section 3.25, Section 3.26 and Section 3.27 hereof.  The Master Servicer (with respect to Serviced Mortgage Loans and any related Serviced Companion Loans that are non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans and Serviced REO Loans) shall provide to the Borrowers related to such Mortgage Loans that it is servicing any reports required to be provided to them pursuant to the related Loan Documents.  Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer and Special Servicer, as applicable, any powers of attorney (in the form attached hereto as Exhibit DD-1 or Exhibit DD-2, as applicable, or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and other documents (including but not limited to other powers of attorney) prepared by the Master Servicer and Special Servicer, as applicable, and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer, as applicable, to carry out their servicing and administrative duties hereunder.  The Trustee shall not be held liable for any misuse of any such power of attorney or such other documents by the Master Servicer and Special Servicer, as applicable.  Notwithstanding anything contained herein to the contrary, none of the Master Servicer or the Special 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 the Special Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity); or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

 

(b)           Unless otherwise provided in the related Mortgage Note or related Intercreditor Agreement, the Master Servicer shall apply any partial Principal Prepayment received on a Serviced Mortgage Loan or Serviced Companion Loan, as applicable, on a date other than a Due Date to the Stated Principal Balance of such Serviced Mortgage Loan or Serviced Companion Loan, as applicable, as of the Due Date immediately following the date of receipt of such partial Principal Prepayment.  Unless otherwise provided in the related Mortgage Note or related Intercreditor Agreement, the Master Servicer shall apply any amounts received




 






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 on U.S. Treasury obligations in respect of a Serviced Mortgage Loan or Serviced Companion Loan, as applicable, being defeased pursuant to its terms to the Stated Principal Balance of and interest on such Mortgage Loan or Serviced Companion Loan, as applicable, as of the Due Date immediately following the receipt of such amounts.

 


(c)           The Master Servicer and the Special Servicer, may enter into Sub-Servicing Agreements with third parties with respect to any of its respective obligations hereunder, provided that (i) any such agreement requires the Sub-Servicer to comply in all material respects with all of the applicable terms and conditions of this Agreement and shall be consistent with the provisions of this Agreement, the terms of the respective Loan Documents and, in the case of a Serviced Companion Loan, the related Intercreditor Agreement, (ii) if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, any such agreement provides that (x) the failure of such Sub-Servicer to comply with any of the requirements under Article X of this Agreement applicable to such Sub-Servicer, including the failure to deliver any reports or certificates at the time such report or certification is required under Article X and (y) the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any other series of certificates offered by the Depositor shall constitute an event of default by such Sub-Servicer upon the occurrence of which (following the expiration of any applicable grace period) the Master Servicer shall (and the Depositor may) immediately terminate the related Sub-Servicer under the related Sub-Servicing Agreement, which termination shall be deemed for cause, (iii) no Sub-Servicer retained by the Master Servicer or the Special Servicer, as applicable, shall grant any modification, waiver or amendment to any Mortgage Loan or Serviced Companion Loan, as applicable, or foreclose any Mortgage without the approval of the Master Servicer or the Special Servicer, as applicable, which approval shall be given or withheld in accordance with the procedures set forth in Section 3.09, Section 3.10, Section 3.24, Section 3.25, Section 3.26, Section 3.27, (as applicable), (iv) such Sub-Servicing Agreement shall be consistent with the Servicing Standard, (v) such Sub-Servicing Agreement shall be terminable if at any time the related Sub-Servicer is a Risk Retention Affiliate of the Third-Party Purchaser and such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2) of Regulation AB, and (vi) with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party.  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) (including, for the avoidance of doubt, that no such agent or Subcontractor is a Prohibited Party, if such agent or Subcontractor would be a Servicing Function Participant, at the time the related sub-servicing agreement is entered into).  Any monies received by a Sub-Servicer pursuant to a Sub-Servicing agreement (other than sub-servicing fees) shall be deemed to be received by the Master Servicer on the date received by such Sub-Servicer.

 

Any Sub-Servicing Agreement entered into by the Master Servicer or the Special Servicer, as applicable, shall provide that it may be assumed or terminated by the Trustee (in its sole discretion, but must be assumed with respect to any Mortgage Loan Seller Sub-Servicer so long as such Mortgage Loan Seller Sub-Servicer is not in default under the applicable Sub-Servicing Agreement) if the Trustee has assumed the duties of the Master Servicer or the Special


 






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 Servicer, respectively, or 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, except to the extent they arose prior to the date of assumption, of the Master Servicer or the Special Servicer, as applicable, pursuant to Section 7.02 (it being understood that any such obligations shall be the obligations of the terminated Master Servicer or Special Servicer, as applicable, only).

 


Any Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans or the Serviced Companion Loans 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 Trust Fund, the Operating Advisor, the Asset Representations Reviewer, the Certificateholders and, if applicable, Serviced Companion Loan Noteholders shall not be deemed parties thereto and shall have no claims, rights (except as specified below), obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(c)(ii) and Section 3.01(d).

 

Any Sub-Servicing Agreement as to which a Mortgage Loan Seller required the Master Servicer to enter into shall provide that the Master Servicer (and any successor Master Servicer) or Trustee may only terminate the related Mortgage Loan Seller Sub-Servicer for cause pursuant to such Sub-Servicing Agreement and as otherwise specified in such Sub-Servicing Agreement.

 

Notwithstanding any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for the performance by third parties of any or all of its obligations herein, without the consent of the Directing Holder for so long as no Control Termination Event has occurred and is continuing, except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.

 

The Master Servicer or the Special Servicer, as applicable, shall monitor the performance and enforce the obligations of each Mortgage Loan Seller Sub-Servicer and each Sub-Servicer that it retains under a related Sub-Servicing Agreement, except that the Master Servicer shall only be required to use commercially reasonable efforts to cause any Mortgage Loan Seller Sub-Servicer to comply with Article X hereof.  No Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents, without the consent of the Master Servicer or Special Servicer, as applicable.  The Master Servicer’s consent may also be required for certain other servicing decisions as provided in the related Sub-Servicing Agreement.

 

Except with respect to the Special Servicer, no party shall enter into a Sub-Servicing Agreement with a Sub-Servicer that is a Risk Retention Affiliate of the Third-Party Purchaser if such Sub-Servicer would be a servicer as contemplated by Item 1108(a)(2) of Regulation AB. Notwithstanding the preceding sentence, the parties to this Agreement, absent actual knowledge to the contrary, may conclusively rely upon a representation of any Mortgage Loan Seller Sub-Servicer that such Sub-Servicer is not, to its actual knowledge, a Risk Retention Affiliate of the Third-Party Purchaser. If at any time a party to this transaction obtains actual knowledge that such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2) of 


 






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Regulation AB and is a Risk Retention Affiliate of the Third-Party Purchaser, such party shall terminate such Sub-Servicer in accordance with the related Sub-Servicing Agreement.

 


(d)           If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer, or if the Trustee or any successor Special Servicer assumes the obligations of the Special Servicer, in each case in accordance with Section 7.02, the Trustee, the successor Master Servicer or such successor Special Servicer, as applicable, to the extent necessary to permit the Trustee, the successor Master Servicer or such successor Special Servicer, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee, the successor Master Servicer or such successor Special Servicer, 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).  In such event, such successor shall be deemed to have assumed all of the Master Servicer’s or the Special Servicer’s interest, as applicable, 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 such successor, 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 such successor.

 

If the Trustee or any successor Master Servicer or Special Servicer, as applicable, assumes the servicing obligations of the Master Servicer or the Special Servicer, as applicable, then upon request of such successor, the Master Servicer or Special Servicer, as applicable, shall at its own expense (except (i) in the event that the Special Servicer is terminated pursuant to Section 3.22(b), at the expense of the Certificateholders effecting such termination, as applicable; or (ii) in the event that the Master Servicer or the Special Servicer is terminated pursuant to Section 6.04(c), at the expense of the Trust) deliver to such successor all documents and records relating to any Sub-Servicing Agreement and the Mortgage Loans and/or the Serviced Companion Loans, as applicable, then being serviced hereunder or thereunder and an accounting of amounts collected and held by it, if any, and shall otherwise use commercially reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to such successor.  The Master Servicer shall not be required to assume the obligations of the Special Servicer and nothing in this paragraph shall imply otherwise.

 

(e)           The parties hereto acknowledge that each Whole Loan is subject to the terms and conditions of the related Intercreditor Agreement and, with respect to a Non-Serviced Mortgage Loan, further subject to the servicing under and all other terms and conditions of the Other Pooling and Servicing Agreement.  The parties hereto further recognize the respective rights and obligations of each Companion Loan Noteholder under the related Intercreditor Agreement, including, without limitation with respect to (A) the allocation of collections (and all other amounts received in connection with the related Whole Loan) on or in respect of the related Mortgage Loan and (B) the allocation of Default Interest on or in respect of the related Mortgage Loan.


 






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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 the Serviced Whole Loans are limited by and subject to the terms of the related Intercreditor Agreement and, with respect to any Non-Serviced Mortgage Loan, the rights of the Other Servicer and the Other Special Servicer under the Other Pooling and Servicing Agreement.  The Master Servicer shall, consistent with the applicable Servicing Standard, enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under the related Intercreditor Agreement and the Other Pooling and Servicing Agreement.  The parties hereto acknowledge that each Non-Serviced Whole Loan and any related REO Property are being serviced and administered under the related Other Pooling and Servicing Agreement and the Other Servicer will make any Servicing Advances required thereunder in respect of such Non-Serviced Whole Loan and remit collections on the Non-Serviced Mortgage Loan to or on behalf of the Trust. None of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall have any obligation or authority to supervise the related Other Servicer, the related Other Special Servicer or the related Other Trustee or to make Servicing Advances with respect to any such Non-Serviced Whole Loan.  Although each Non-Serviced Whole Loan is being serviced under the related Other Pooling and Servicing Agreement, the Directing Holder may have certain information and consultation rights relating to the servicing of the Non-Serviced Whole Loan pursuant to the terms of the related Intercreditor Agreement and the related Other Pooling and Servicing Agreement.  Any obligation of the Master Servicer or Special Servicer, as applicable, to provide information and collections to the Trustee, the Certificate Administrator and the Certificateholders with respect to any Non-Serviced Whole Loan shall be dependent on its receipt of the corresponding information and collections from the related Other Servicer or the related Other Special Servicer.  Nothing herein shall be deemed to override the provisions of an Intercreditor Agreement with respect to the rights of the related noteholders thereunder and with respect to the servicing and administrative duties and obligations with respect to such Non-Serviced Whole Loans.  In the event of any inconsistency or discrepancy between the provisions, terms or conditions of an Intercreditor Agreement related to a Non-Serviced Whole Loan and the provisions, terms or conditions of this Agreement, the related Intercreditor Agreement shall govern.

 

If any Mortgage Loan included in any Serviced Whole Loan is no longer part of the Trust Fund and the servicing and administration of such Serviced Whole Loan is to be governed by a separate servicing agreement and not by this Agreement, the Master Servicer and, if such Serviced Whole Loan is then being specially serviced hereunder, the Special Servicer, shall continue to act in such capacities under such separate servicing agreement, which agreement shall be reasonably acceptable to the Master Servicer and/or the Special Servicer, as the case may be, and shall contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except that such Serviced Whole Loan and the related Mortgaged Property shall be serviced as if they were the sole assets serviced and administered thereunder and the sole source of funds thereunder and except that there shall be no further obligation of any Person to make P&I Advances.  All amounts due the Master Servicer, the Trustee and the Special Servicer (including Advances and interest thereon) pursuant to this Agreement and the applicable Intercreditor Agreement shall be paid to the Master Servicer, the Trustee and the Special Servicer by the successor Master Servicer or Special Servicer, as applicable, or as an 


 






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Additional Trust Fund Expense on the first Master Servicer Remittance Date following termination.  In addition, until such time as a separate servicing agreement with respect to such Serviced Whole Loan and any related Serviced REO Property has been entered into and, notwithstanding that neither such Mortgage Loan nor any related Serviced REO Property is part of the Trust Fund, the Custodian shall continue to hold the Mortgage File and the Master Servicer and, if applicable, the Special Servicer shall (subject to the preceding sentence) continue to service such Serviced Whole Loan or any related Serviced REO Property, as the case may be, under this Agreement as if it were a separate servicing agreement.  Nothing herein shall be deemed to override the provisions of an Intercreditor Agreement with respect to the rights of the related noteholders thereunder and with respect to the servicing and administrative duties and obligations with respect to such Serviced Whole Loans.  In the event of any inconsistency or discrepancy between the provisions, terms or conditions of an Intercreditor Agreement related to a Serviced Whole Loan and the provisions, terms or conditions of this Agreement, the related Intercreditor Agreement shall govern, and as to any matter on which such Intercreditor Agreement is silent or makes reference to this Agreement, this Agreement shall govern.

 


Section 3.02   Liability of the Master Servicer and the Special Servicer When Sub-Servicing.  Notwithstanding any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or 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 (on behalf of the Certificateholders), the Certificateholders the Certificateholders and, with respect to the Serviced Whole Loans, the Serviced Companion Loan Noteholders, for the servicing and administering of the Mortgage Loans and Serviced Companion Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such sub-servicing agreements or arrangements or by virtue of indemnification from the Depositor or any other 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 and Serviced Companion Loans.  Each of the Master Servicer and the Special Servicer 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 Mortgage Loan and Serviced Companion Loan Payments.  The Master Servicer (with respect to all the Serviced Mortgage Loans and any related Serviced Companion Loans (other than Specially Serviced Loans) that the Master Servicer is servicing) and the Special Servicer (with respect to Specially Serviced Loans) shall use reasonable efforts to collect all payments called for under the terms and provisions of the Serviced Mortgage Loans and any related Serviced Companion Loans each is obligated to service hereunder, and shall follow the Servicing Standard with respect to such collection procedures; provided that nothing herein contained shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability of the Mortgage Loans or the Serviced Companion Loans.  With respect to each Performing Loan (other than a


 






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Non-Serviced Mortgage Loan), the Master Servicer shall use its reasonable efforts, consistent with the Servicing Standard, to collect income statements and rent rolls from Borrowers as required by the Loan Documents and the terms hereof.  The Master Servicer shall provide at least 90 days’ notice (with a copy to the Special Servicer) to the Borrowers of Balloon Payments coming due on Performing Loans (other than a Non-Serviced Mortgage Loan).  Consistent with the foregoing, the Master Servicer (with respect to each Performing Loan) or the Special Servicer (with respect to Specially Serviced Loans) may in their discretion waive any late payment charge or Default Interest it is entitled to receive in connection with any delinquent Periodic Payment or Balloon Payment with respect to any Mortgage Loan or Serviced Companion Loan that it is servicing.  In addition, the Special Servicer shall be entitled to take such actions with respect to the collection of payments on the Mortgage Loans and the Serviced Companion Loans as are permitted or required under this Agreement.

 


Section 3.04   Collection of Taxes, Assessments and Similar Items; Escrow Accounts.  (a)  The Master Servicer, in the case of all Serviced Mortgage Loans that it is servicing, shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums payable with respect thereto.  With respect to each Specially Serviced Loan, the Special Servicer shall use its reasonable efforts, consistent with the Servicing Standard, to collect income statements and rent rolls from Borrowers as required by the Loan Documents.  The Special Servicer, in the case of Serviced REO Loans, and the Master Servicer, in the case of all Serviced Mortgage Loans that it is servicing, shall use reasonable efforts consistent with the Servicing Standard to, from time to time, (i) obtain all bills for the payment of such items (including renewal premiums), and (ii) effect, or, if the Special Servicer, to use reasonable efforts to cause the Master Servicer to 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 Loan Documents for the related Mortgage Loan or Serviced Companion Loan.  If a Borrower under a Serviced Mortgage Loan fails to make any such payment on a timely basis or collections from the Borrower 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 Servicing Advance unless the Master Servicer determines in accordance with the Servicing Standard that such Advance would be a Nonrecoverable Advance (provided that with respect to advancing insurance premiums or delinquent tax assessments the Master Servicer shall comply with the provisions of the second to last paragraph in Section 3.21(d) of this Agreement).  The Master Servicer shall be entitled to reimbursement of Servicing Advances, with interest thereon at the Reimbursement Rate, that it makes pursuant to this Section 3.04 of this Agreement from amounts received on or in respect of the related Mortgage Loan or Serviced Whole Loan respecting which such Advance was made or if such Advance has become a Nonrecoverable Advance, to the extent permitted by Section 3.06 of this Agreement.  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 or Serviced Companion Loan Noteholders, be added to the amount owing under the related Mortgage Loans or Serviced Companion Loans, notwithstanding that the terms of such Mortgage Loans or Serviced Companion Loans so permit.


 






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The parties acknowledge that with respect to Non-Serviced Mortgage Loans, the Other Servicer is obligated to make (or any other service provider provided for in the related Other Pooling and Servicing Agreement may make) Servicing Advances with respect to such Non-Serviced Mortgage Loans pursuant to the related Other Pooling and Servicing Agreement.  The Other Servicer (or other service provider) shall be entitled to reimbursement for nonrecoverable Servicing Advances (as such term or similar term may be defined in the related Other Pooling and Servicing Agreement) with, in each case, any accrued and unpaid interest thereon provided for under the related Other Pooling and Servicing Agreement in the manner set forth in such Other Pooling and Servicing Agreement, the related Intercreditor Agreement and Section 3.06(a)(v) of this Agreement.

 


(b)           The Master Servicer shall segregate and hold all funds collected and received pursuant to any Serviced Mortgage Loan or any Serviced Companion Loan that it is servicing 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 and maintained in accordance with the requirements of the related Mortgage Loan or Serviced Whole Loan, as applicable, and in accordance with the Servicing Standard.  The Master Servicer shall also deposit into each Escrow Account any amounts representing losses on Permitted Investments to the extent required pursuant to Section 3.07(b) of this Agreement and any Insurance Proceeds or Liquidation Proceeds which are required to be applied to the restoration or repair of any Mortgaged Property pursuant to the related Mortgage Loan or Serviced Whole Loan.  Escrow Accounts shall be Eligible Accounts (except to the extent the related Loan Documents require it to be held in an account that is not an Eligible Account); provided that, if the ratings of the financial institution holding such account are downgraded to a ratings level below that of an Eligible Account (except to the extent the related Loan Documents require it to be held in an account that is not an Eligible Account), the Master Servicer shall have 30 days (or such longer time as confirmed by a Rating Agency Confirmation, obtained at the expense of the Master Servicer relating to the Certificates and any related Serviced Companion Loan Securities) to transfer such account to an Eligible Account.  Escrow Accounts shall be entitled, “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders of Deutsche Mortgage & Asset Receiving Corporation, Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13 and Various Borrowers and, if applicable, Serviced Companion Loan Noteholders”.  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 Mortgage;

 

(ii)      to transfer funds to the Collection Account and/or the applicable Serviced Whole Loan Collection Account (or any sub-account thereof) to reimburse the Master Servicer or the Trustee for any Servicing Advance (with interest thereon at the Reimbursement Rate) relating to Escrow Payments, but only from amounts received with respect to the related Mortgage Loan and/or Serviced Whole Loan, as applicable, which represent late collections of Escrow Payments thereunder;


 






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(iii)            for application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan and/or Serviced Whole Loan, as applicable, and the Servicing Standard;

 

(iv)           to clear and terminate such Escrow Account upon the termination of this Agreement or pay-off of the related Mortgage Loan and/or Serviced Whole Loan, as applicable;

 

(v)            to pay from time to time to the related Borrower any interest or investment income earned on funds deposited in the Escrow Account if such income is required to be paid to the related Borrower under law or by the terms of the Loan Documents for such Mortgage Loan or Serviced Whole Loan, or otherwise to the Master Servicer; or

 


(vi)           to remove any funds deposited in an Escrow Account that were not required to be deposited therein or to refund amounts to Borrowers determined to be overages.

 

(c)           The Master Servicer shall, as to each Serviced Mortgage Loan and each Serviced Companion Loan that it is servicing, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, for such Mortgage Loans and Serviced Companion Loans that require the related Borrower to escrow for such items, shall effect payment thereof prior to the applicable penalty or termination date.  For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Loan Documents for such Mortgage Loan and Serviced Companion Loan (or, if such Mortgage Loan or Serviced Companion Loan does not require the related Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard to cause the related Borrower to comply with the requirement of the related Loan Documents that the Borrower make payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items).  Subject to Section 3.21 of this Agreement, the Master Servicer shall timely make a Servicing Advance with respect to the Serviced Mortgage Loans and any related Serviced Companion Loans that it is servicing, if any, to cover any such item which is not so paid, including any penalties or other charges arising from the Borrower’s failure to timely pay such items.

 

Section 3.05   Collection Accounts; Gain-on-Sale Reserve Account; Distribution Accounts; Interest Reserve Account and Serviced Whole Loan Collection Accounts.  (a)  The Master Servicer shall establish and maintain a Collection Account, for the benefit of the Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests with respect to the Mortgage Loans that it is servicing.  The Collection Account shall be established and maintained as an Eligible Account.  Amounts attributable to the Companion Loans will not be assets of the Trust Fund.


 






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Within two (2) Business Days following receipt of properly identified funds, the Master Servicer shall deposit or cause to be deposited in the Collection Account the following payments and collections received or made by or on behalf of it on or with respect to the Mortgage Loans subsequent to the Cut-off Date:

 

(i)             all payments on account of principal on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan), including the principal component of all Unscheduled Payments;

 


(ii)            all payments on account of interest on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan) (net of the related Servicing Fees), including Prepayment Premiums, Default Interest, Yield Maintenance Charges and the interest component of all Unscheduled Payments;

 

(iii)           any amounts required to be deposited pursuant to Section 3.07(b) of this Agreement, in connection with net losses realized on Permitted Investments with respect to funds held in the Collection Account;

 

(iv)           all Net REO Proceeds withdrawn from the related REO Account (other than the Serviced Whole Loan REO Account) pursuant to Section 3.15(b) of this Agreement;

 

(v)            any amounts received from Borrowers which represent recoveries of Property Protection Expenses and are allocable to the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan), to the extent not permitted to be retained by the Master Servicer as provided herein;

 

(vi)           all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of any Mortgage Loan (other than any Mortgage Loan related to a Serviced Whole Loan) or any REO Property (other than a Serviced REO Property related to a Serviced Whole Loan), other than Gain-on-Sale Proceeds and Liquidation Proceeds that are received in connection with a purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are to be deposited in the Lower-Tier Distribution Account pursuant to Section 9.01 of this Agreement, together with any amounts representing recoveries of Nonrecoverable Advances, including any recovery of Unliquidated Advances, in respect of the related Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan); provided that any Liquidation Proceeds related to a sale, pursuant to Section 3.16 hereof or pursuant to the related Intercreditor Agreement, of a Mortgage Loan included in a Serviced Whole Loan shall be deposited directly into the Collection Account and applied solely to pay expenses relating to that Mortgage Loan and to Aggregate Available Funds;

 

(vii)          Penalty Charges on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan) to the extent required to offset interest on Advances and Additional Trust Fund Expenses pursuant to Section 3.12(d) of this Agreement;

 

(viii)         any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.08(b) of this Agreement in connection with losses resulting


 






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 from a deductible clause in a blanket or master force-placed policy in respect of the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan);

 

(ix)           any other amounts required by the provisions of this Agreement (including without limitation any amounts to be transferred from the Serviced Whole Loan Collection Account pursuant to Section 3.06(b)(i)(B) and, with respect to the Companion Loans or any mezzanine indebtedness that may exist on a future date, all amounts received pursuant to the cure and purchase rights or reimbursement obligations set forth in the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable, other than in respect of a Serviced Whole Loan) to be deposited into the Collection Account by the Master Servicer or Special Servicer;

 


(x)            any Compensating Interest Payments in respect of the Mortgage Loans that the Master Servicer is servicing (other than any Non-Serviced Mortgage Loan or any Mortgage Loan related to a Serviced Whole Loan) pursuant to Section 3.17(b) of this Agreement;

 

(xi)           any Loss of Value Payments, as set forth in Section 3.06(e) of this Agreement; and

 

(xii)          in the case of any Mortgage Loan that is part of a Serviced Whole Loan, the amounts to be withdrawn from the related Serviced Whole Loan Collection Account and deposited into the Collection Account pursuant to Section 3.06(b)(i).

 

In the case of Gain-on-Sale Proceeds, the Master Servicer shall make appropriate ledger entries received with respect thereto, which the Master Servicer shall hold for (i) the Trustee for the benefit of the Lower-Tier Regular Interests, (ii) for the benefit of the Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests and (iii) for the benefit of any Serviced Companion Loan Noteholder entitled thereto.  Any Gain-on-Sale Proceeds shall be identified separately from any other amounts held in the Collection Account (with amounts attributable to each Class or Classes and any Serviced Companion Loan also identified separately).

 

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, payments in the nature of late payment charges (subject to Section 3.12 and the related Intercreditor Agreement), Assumption Fees, assumption application fees, Modification Fees and consent fees, loan service transaction fees, extension fees, demand fees, beneficiary statement charges and similar fees 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 in accordance with Section 3.12 hereof, shall be entitled to retain any such charges and fees received with respect to the Mortgage Loans that it is servicing as additional compensation.

 

If 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.


 






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Upon receipt of any of the amounts described in clauses (i), (ii), (v) and (vi) above with respect to any Specially Serviced Loan which is not a Serviced REO Loan, the Special Servicer shall remit such amounts within one Business Day after receipt thereof (except, if such amounts are not properly identified, the Special Servicer shall promptly identify such amounts and shall remit such amounts within one Business Day after such identification) to the Master Servicer for deposit into the Collection Account in accordance with the second paragraph of this Section 3.05 of this Agreement, 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.  Any such amounts received by the Special Servicer with respect to a Serviced REO Property (other than any Serviced REO Property related to the Serviced Whole Loans) shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection Account pursuant to Section 3.15(b) of this Agreement.  With respect to any related Serviced Whole Loan, the Special Servicer shall comply with Section 3.05(g) of this Agreement.  With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier.

 


(b)           The Certificate Administrator shall establish and maintain the Lower-Tier Distribution Account in its own name for the benefit of the Trustee, for the benefit of the Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests.  The Lower-Tier Distribution Account shall be established and maintained as an Eligible Account or as a sub-account of an Eligible Account.

 

(c)           With respect to each Distribution Date, the Master Servicer shall deliver to the Certificate Administrator on or before the Master Servicer Remittance Date the funds then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.06(a) of this Agreement and deposits from the Serviced Whole Loan Collection Account pursuant to Section 3.06 of this Agreement.  Upon receipt from the Master Servicer of such amounts held in the Collection Account, the Certificate Administrator shall deposit in (A) the Lower-Tier Distribution Account, (i) the amount of Aggregate Available Funds to be distributed pursuant to Section 4.01 of this Agreement on such Distribution Date and (ii) the amount of Gain-on-Sale Proceeds allocable to any Mortgage Loan to be deposited into the Lower-Tier Distribution Account (which the Certificate Administrator shall then deposit in the Gain-on-Sale Reserve Account) pursuant to Section 3.06 of this Agreement and (B) the Interest Reserve Account as part of the Lower-Tier REMIC, the amount of any Withheld Amounts to be deposited pursuant to Section 3.05(e) of this Agreement.




(d)            
If any Loss of Value Payments are received in connection with a Material Defect or Material Breach, as the case may be, pursuant
to or as contemplated by Section 2.03(e) of this Agreement, the Master Servicer shall establish and maintain one or
more accounts (collectively, the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders,
for purposes of holding such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an
Eligible Account or a sub-account of an Eligible Account. The Master Servicer shall, upon receipt, deposit in the Loss of Value
Reserve Fund all Loss of Value Payments received by it and shall remit or apply as set forth in Section 3.06(e). The
Certificate Administrator shall account for the Loss of Value Reserve Fund







 






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as
an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC.
Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of
Value Reserve Fund through the Collection Account to the Certificateholders as contributed to and distributed by the Trust REMICs
and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller
as distributions by the Trust 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 Loss of Value Reserve Fund for all federal income tax purposes, and shall
be taxable on all income earned thereon.





 


(e)           The Certificate Administrator shall establish and maintain the Interest Reserve Account in its own name for the benefit of the Trustee, for the benefit of the Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests.  The Interest Reserve Account shall be established and maintained as an Eligible Account or as a sub-account of an Eligible Account.

 

On each Master Servicer Remittance Date occurring in (i) January of each calendar year that is not a leap year and (ii) February of each calendar year, unless in either case such Master Servicer Remittance Date is the final Master Servicer Remittance Date, the Certificate Administrator shall calculate the Withheld Amounts.  On each such Master Servicer Remittance Date, the Certificate Administrator shall, with respect to each Mortgage Loan that does not accrue interest on the basis of a 360-day year of twelve 30-day months, withdraw or be deemed to withdraw from the Lower-Tier Distribution Account and deposit or be deemed to deposit in the Interest Reserve Account an amount equal to the aggregate of the Withheld Amounts with respect to the Mortgage Loans, as  calculated in accordance with the previous sentence.  If the Certificate Administrator shall deposit in the Interest Reserve Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Interest Reserve Account any provision herein to the contrary notwithstanding.  On or prior to the Master Servicer Remittance Date in March of each calendar year (or in February if the final Distribution Date will occur in such month), the Certificate Administrator shall transfer to the Lower-Tier Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account with respect to the Mortgage Loans.

 

(f)            The Certificate Administrator shall establish and maintain the Upper-Tier Distribution Account in its own name for the benefit of the Trustee and for the benefit of the Certificateholders.  The Upper-Tier Distribution Account shall be established and maintained as an Eligible Account or a sub-account of an Eligible Account.  Promptly on each Distribution Date, the Certificate Administrator shall withdraw or be deemed to withdraw from the Lower-Tier Distribution Account and deposit or be deemed to deposit in the Upper-Tier Distribution Account on or before such date the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date to be distributed in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a) and Section 4.01(b), as applicable, of this Agreement on such date.


 


(g)           With respect to each Serviced Whole Loan or any related Serviced REO Property, the Master Servicer shall maintain, or cause to be maintained, a Serviced Whole Loan Collection Account in which the Master Servicer shall deposit or cause to be deposited within


 






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two Business Days following receipt of properly identified funds the following payments and collections received or made by or on behalf of it on such Serviced Whole Loan or Serviced REO Property subsequent to the Cut-off Date:

 

(i)             all payments on account of principal on such Serviced Whole Loan, including the principal component of Unscheduled Payments;

 


(ii)            all payments on account of interest on such Serviced Whole Loan (net of the related Servicing Fees), including Prepayment Premiums, Default Interest, Yield Maintenance Charges and the interest component of all Unscheduled Payments;

 

(iii)           any amounts required to be deposited pursuant to Section 3.07(b), in connection with net losses realized on Permitted Investments with respect to funds held in such Serviced Whole Loan Collection Account;

 

(iv)           all Net REO Proceeds withdrawn from the related REO Account in respect of such Serviced Whole Loan pursuant to Section 3.15(b);

 

(v)            any amounts received from Borrowers which represent recoveries of Property Protection Expenses and are allocable to such Serviced Whole Loan, to the extent not permitted to be retained by the Master Servicer as provided herein;

 

(vi)           all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of such Serviced Whole Loan or any related Serviced REO Property (other than Gain-on-Sale Proceeds and Liquidation Proceeds that are received in connection with a purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are to be deposited in the Lower-Tier Distribution Account pursuant to Section 9.01), together with any amounts representing recoveries of Nonrecoverable Advances, including any recovery of Unliquidated Advances, in respect of such Serviced Whole Loan; provided that (1) any Liquidation Proceeds related to a sale pursuant to Section 3.16 hereof or pursuant to the related Intercreditor Agreement of a Mortgage Loan included in a Serviced Whole Loan shall be deposited directly into the Collection Account and applied solely to pay expenses relating to that Mortgage Loan and to Aggregate Available Funds; and (2) any Liquidation Proceeds related to a sale of a related Serviced Companion Loan included in a Serviced Whole Loan shall be deposited into the Serviced Whole Loan Collection Account and applied solely to pay expenses relating to that Serviced Companion Loan and to pay amounts due to the related Serviced Companion Loan Noteholder;

 

(vii)          Penalty Charges on such Serviced Whole Loan to the extent required to offset interest on Advances and debt service advances made by a Serviced Companion Loan Service Provider and Additional Trust Fund Expenses pursuant to Section 3.12(d);


 


(viii)         any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.08(b) in connection with losses resulting from a deductible clause in a blanket or master force placed policy in respect of such Serviced Whole Loan;


 






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(ix)           any other amounts required by the provisions of this Agreement (including with respect to the Companion Loans or any mezzanine indebtedness that may exist on a future date, all amounts received pursuant to the cure and purchase rights or reimbursement obligations set forth in the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable) to be deposited into the applicable Serviced Whole Loan Collection Account by the Master Servicer or the Special Servicer;

 


(x)            any cure payments remitted by any Serviced Companion Loan Noteholder pursuant to the related Intercreditor Agreement; and

 

(xi)           any Compensating Interest Payments in respect of such Serviced Whole Loan pursuant to Section 3.17(c).

 

The foregoing requirements for deposits into the applicable Serviced Whole Loan Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges (subject to Section 3.12 hereof), Assumption Fees, assumption application fees, Modification Fees, consent fees, loan service transaction fees, extension fees, demand fees, beneficiary statement charges and similar fees need not be deposited into the applicable Serviced Whole Loan 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 in accordance with Section 3.12 hereof, shall be entitled to retain any such charges and fees received with respect to the Serviced Whole Loans as additional compensation.  If the Master Servicer deposits in the applicable Serviced Whole Loan Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Serviced Whole Loan Collection Account, any provision herein to the contrary notwithstanding.

 

Each Serviced Whole Loan Collection Account shall be maintained as a segregated account, separate and apart from any trust fund created for mortgage backed securities of other series and the other accounts of the Master Servicer; provided that such Serviced Whole Loan Collection Account may be a sub-account of the Master Servicer’s Collection Account or may be maintained on a ledger basis but shall, for purposes of this Agreement, be treated as a separate account.  Each Serviced Whole Loan Collection Account shall be established and maintained as an Eligible Account or as a sub-account of an Eligible Account.

 

Upon
receipt of any of the foregoing amounts described in clauses (i), (ii), (v) and (vi) above with respect to each Serviced
Whole Loan for so long as it is a Specially Serviced Loan but is not a Serviced REO Loan, the Special Servicer shall remit
within one Business Day such amounts to the Master Servicer for deposit into the applicable Serviced Whole Loan Collection
Account in accordance with the first paragraph of this Section 3.05(g), unless
the Special Servicer determines, consistent with the applicable Servicing Standard, that a particular item should not be
deposited because of a restrictive endorsement or other appropriate reason.  Any such amounts received by the Special
Servicer with respect to a Serviced REO Property related to any Serviced Whole Loan shall initially be deposited by the
Special Servicer into the related Serviced




 






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Whole
Loan REO Account and remitted to the Master Servicer for deposit into the applicable Serviced Whole Loan Collection Account pursuant
to Section 3.15(b).  With respect to any such amounts paid by check to the
order of the Special Servicer, the Special Servicer (A) with respect to any Specially Serviced Loan shall endorse without
recourse or warranty such check to the order of the Master Servicer and shall promptly deliver any such check to the Master Servicer
by overnight courier and (B) with respect to any REO Loan shall deposit such check into the applicable Whole Loan REO Account.

 


(h)           Except as otherwise set forth in Section 3.06(b), with respect to each Due Date and any related Serviced Companion Loan, on each Serviced Whole Loan Remittance Date, the Master Servicer shall remit, from amounts on deposit in the applicable Serviced Whole Loan Collection Account in accordance with Section 3.06(b)(i)(A), to the applicable Serviced Companion Loan Noteholder by wire transfer in immediately available funds to the account of such Serviced Companion Loan Noteholder or an agent therefor appearing on the Serviced Companion Loan Noteholder Register on the related date such amounts as are required to be remitted (or, if no such account so appears or information relating thereto is not provided at least five (5) Business Days prior to the date such amounts are required to be remitted, by check sent by first class mail to the address of such Serviced Companion Loan Noteholder or its agent appearing on the Serviced Companion Loan Noteholder Register) the portion of the applicable Serviced Whole Loan Remittance Amount allocable to such Serviced Companion Loan Noteholder.

 

(i)            Prior to the Master Servicer Remittance Date relating to any Collection Period in which Gain-on-Sale Proceeds are received, the Certificate Administrator shall establish and maintain the Gain-on-Sale Reserve Account, which may have one or more sub-accounts, to be held in its own name for the benefit of the Trustee, for the benefit of the Certificateholders, and with respect to each Serviced Whole Loan, the related Serviced Companion Loan Noteholders, and the Trustee as holder of the Lower-Tier Regular Interests.  Each account that constitutes a Gain-on-Sale Reserve Account shall be an Eligible Account or a sub-account of an Eligible Account.  On each Master Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account or, if allocable to any Serviced Whole Loan, the Master Servicer shall withdraw from the applicable Serviced Whole Loan Collection Account, and remit to the Certificate Administrator (i) in the case of the Mortgage Loans (other than the Serviced Whole Loans), for deposit in the Lower-Tier Distribution Account, as applicable (which the Certificate Administrator shall then deposit in the Gain-on-Sale Reserve Account), and (ii) in the case of the Serviced Whole Loans, for deposit in the Gain-on-Sale Reserve Account, all Gain-on-Sale Proceeds received during the Collection Period ending on the Determination Date immediately prior to such Master Servicer Remittance Date which are allocable to a Mortgage Loan or Serviced Whole Loan; provided that on the Business Day prior to the final Distribution Date, the Certificate Administrator shall withdraw from the Gain-on-Sale Reserve Account and deposit in the Lower-Tier Distribution Account (after allocation to any related Serviced Companion Loan as provided in Section 4.01(d)), for distribution on such Distribution Date, any and all amounts then on deposit in the Gain-on-Sale Reserve Account attributable to the Mortgage Loans.


 


(j)            Funds in the Collection Account, the Serviced Whole Loan Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Account may be invested in Permitted Investments in accordance with the


 






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provisions of Section 3.07 of this Agreement; provided, however, that for so long as Wells Fargo Bank, National Association is the Certificate Administrator, funds on deposit in the Distribution Accounts, the Interest Reserve Account and the Gain-on-Sale Reserve Account shall not be invested.

 


The Master Servicer shall give written notice to the Depositor, the Trustee, the Certificate Administrator and the Special Servicer of the location and account number of the Collection Account and, if applicable, the Serviced Whole Loan Collection Accounts as of the Closing Date and shall notify the Depositor, the Special Servicer, the Certificate Administrator and the Trustee, as applicable, in writing on or prior to the Closing Date and prior to any subsequent change thereof.  In addition, the Master Servicer shall provide notice to each affected holder of a Serviced Companion Loan of the location and account number of the relevant Serviced Whole Loan Collection Account as well as notice in writing on or prior to the Closing Date and prior to any subsequent change thereof.  The Certificate Administrator shall give written notice to the Depositor, the Trustee, the Special Servicer and the Master Servicer of the location and account number of the Interest Reserve Account and the Distribution Accounts as of the Closing Date and shall notify the Depositor, the Trustee, the Special Servicer and the Master Servicer, as applicable, in writing prior to any subsequent change thereof.

 

(k)           [Reserved.]

 

(l)            The Certificate Administrator shall establish and maintain the Legal Fee Reserve Account.  On the Closing Date, the Depositor shall deposit $250,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account.  Funds held in the Legal Fee Reserve Account shall remain uninvested.  Annually, on or about April 1, beginning 2020, upon receipt by the Certificate Administrator from the Depositor of a legal invoice related to Commission compliance matters, the Certificate Administrator shall pay such legal invoice from and solely to the extent of funds then on deposit in the Legal Fee Reserve Account.  Any such instruction shall be sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the invoice, and a subject line reference of “Benchmark 2019-B13 - Legal Fee Reserve Account”.  The Legal Fee Reserve Account will not be a part of the Trust Fund, either Trust REMIC.  The Depositor will be the beneficial owner of the Legal Fee Reserve Account for all federal income tax purposes, and shall be taxable on all income earned therefrom.

 

Upon the depletion of the Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator shall notify the Depositor, and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate Administrator shall have no responsibility in connection therewith.

 

The Certificate Administrator shall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice received.  On the final Distribution Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in the Legal Fee Reserve Account in accordance with directions provided by the Depositor.


 


Section 3.06 
Permitted Withdrawals from the Collection Accounts, the Serviced Whole Loan Collection Accounts and the Distribution Accounts;
Trust Ledger.   (a)  The Master Servicer shall maintain a separate Trust Ledger with respect to the Mortgage
Loans that it is


 






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servicing on which it shall make ledger entries as to amounts deposited (or credited) or withdrawn (or debited)
with respect thereto.  On each Master Servicer Remittance Date (or such other date as may be specified below or on which
funds are available for such purpose as specified below), with respect to each Mortgage Loan (other than any Mortgage Loan related
to a Serviced Whole Loan unless otherwise specified in clauses (i), (ii), (v), (vi), (x),
(xi), (xii), (xiii), (xv), (xvi) and (xvii) of this (a)),
the Master Servicer shall make withdrawals from amounts allocated thereto in the Collection Account (and may debit the Trust Ledger)
for the purposes listed below (the order set forth below not constituting an order of priority for such withdrawals):

 

(i)    
on or before 3:00 p.m. (New York City time) on each Master Servicer Remittance Date, to remit to the Certificate Administrator
the amounts to be deposited into the Lower-Tier Distribution Account (including any amount transferred from the Serviced Whole
Loan Collection Account in respect of each Mortgage Loan that is part of a Serviced Whole Loan) (including without limitation
the aggregate of the Available Funds, Prepayment Premiums, Yield Maintenance Charges and Gain-on-Sale Proceeds) which the Certificate
Administrator shall then deposit into the Upper-Tier Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve
Account, pursuant to Section 3.05(f), Section 3.05(e) and Section 3.05(i) of this Agreement,
respectively;

 

(ii)   
to pay (A) itself unpaid Servicing Fees (or, with respect to any Excess Servicing Fee Rights, to pay any Excess
Servicing Fees to the holder of such Excess Servicing Fee Rights pursuant to Section 3.12(a) of this Agreement);
the Operating Advisor, unpaid Operating Advisor Fees; and the Special Servicer, unpaid Special Servicing Fees, Liquidation
Fees and Workout Fees in respect of each Mortgage Loan, Specially Serviced Loan and Serviced REO Loan (exclusive of each
Mortgage Loan or Serviced REO Loan included in a Serviced Whole Loan), as applicable, the Master Servicer’s, the
Operating Advisor’s or Special Servicer’s, as applicable, rights to payment of Servicing Fees, Operating
Advisor Fees and Special Servicing Fees, Liquidation Fees and Workout Fees pursuant to this clause (ii)(A) with
respect to any Mortgage Loan, Specially Serviced Loan or Serviced REO Loan (exclusive of each Mortgage Loan or Serviced REO
Loan included in a Serviced Whole Loan), as applicable, being limited to amounts received on or in respect of such Mortgage
Loan, Specially Serviced Loan or REO Loan, as applicable (whether in the form of payments, Liquidation Proceeds, Insurance
Proceeds or Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) the Special Servicer, any
unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or Serviced REO
Loan, as applicable, remaining unpaid out of general collections on the Mortgage Loans, Specially Serviced Loans and REO
Properties, but in the case of each Serviced Whole Loan, only to the extent that amounts on deposit in the applicable
Serviced Whole Loan Collection Account are insufficient therefor (provided that the
Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly
notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of
the Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such
amount allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders),
(C) each month to the Other Servicer or Other Special Servicer (or Other Indemnified Party under Section 1.04 of
this Agreement), as applicable, the Trust’s pro rata portion (based on
the


 


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related Mortgage
Loan’s Stated Principal Balance) of any unpaid special servicing fees, liquidation fees, workout fees and additional
trust expenses in respect of a Non-Serviced Mortgage Loan remaining unpaid (including amounts payable to such parties and
Other Indemnified Parties under Section 1.04 of this Agreement), out of general collections on the Mortgage
Loans, Specially Serviced Loans and REO Properties, (D) the Operating Advisor, any unpaid Operating Advisor Consulting
Fees (but only to the extent such Operating Advisor Consulting Fees were received from the related Borrower) and (E) the
Asset Representations Reviewer, the unpaid Asset Representations Reviewer Asset Review Fee (to the extent such fee is to be
paid by the Trust Fund) payable in connection with any Asset Review that was performed as a result of an Affirmative Asset
Review Vote;

 

(iii)  
to reimburse the Trustee or itself, in that order, for unreimbursed P&I Advances (other than Nonrecoverable Advances, which
are reimbursable pursuant to clause (v) below, and exclusive of the Mortgage Loans or Serviced REO Loans included in the
Serviced Whole Loans) the Master Servicer’s or the Trustee’s right to reimbursement pursuant to this clause (iii)
being limited to amounts received which represent Late Collections for the applicable Mortgage Loan (exclusive of the Mortgage
Loan or Serviced REO Loan included in the Serviced Whole Loan; provided that to the extent such amounts are insufficient
to repay such P&I Advances on any Mortgage Loan as to which there is a related Serviced Subordinate Companion Loan, such P&I
Advances may be reimbursed, on a pro rata basis with any reimbursement to the related Serviced Companion Loan Service Provider
for unreimbursed principal and/or interest advances with respect to any related Serviced Pari Passu Companion Loan, from collections
on the related Serviced Whole Loan allocable to such Serviced Subordinate Companion Loan) during the applicable period; provided,
further, that if such P&I Advance becomes a Workout-Delayed Reimbursement
Amount, then such P&I Advance shall thereafter be reimbursed from amounts recovered on the related Mortgage Loan intended
by the modified loan documents to be applied to reimburse such Workout-Delayed Reimbursement Amount and then from the portion
of general collections and recoveries on or in respect of all of the Mortgage Loans and REO Properties on deposit in the Collection
Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v) below;

 

(iv)
  to reimburse the Trustee or itself, in that order, (with respect to any Mortgage Loan or Serviced REO Property)
(exclusive of the Mortgage Loans or Serviced REO Loans included in the Serviced Whole Loans or any Serviced REO Property
securing any Serviced Whole Loan), for unreimbursed Servicing Advances, the Master Servicer’s or the Trustee’s
respective rights to receive payment pursuant to this clause (iv) with respect to any Mortgage Loan or Serviced REO
Property being limited to, as applicable, payments received from the related Borrower which represent reimbursements of such
Servicing Advances, Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and REO Proceeds with respect to the
applicable Mortgage Loan or Serviced REO Property; provided that if such Servicing Advance becomes a
Workout-Delayed Reimbursement Amount, then such Servicing Advance shall thereafter be reimbursed from amounts recovered on the related Mortgage
Loan intended by the modified loan documents to be applied to reimburse such Workout-Delayed

 


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Reimbursement Amount and then from
the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the
Collection Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v)
below;

 

(v)   
(A) to reimburse the Trustee or itself, in that order (with respect to any Mortgage Loan or Serviced REO Property), (1)  with
respect to Nonrecoverable Advances, first, out of Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds and REO Proceeds, if any, received on the related Mortgage Loan and related REO Properties, second,
out of the principal portion of general collections on the Mortgage Loans and REO Properties, and then,
to the extent the principal portion of general collections is insufficient and with respect to such deficiency only, subject to
any election at its sole discretion (or at the Trustee’s sole discretion for the reimbursement of the Trustee) to defer
reimbursement thereof pursuant to this Section 3.06(a) of this Agreement, out of other collections on the Mortgage
Loans and REO Properties and (2) with respect to the Workout-Delayed Reimbursement Amounts, out of the principal portion
of the general collections on the Mortgage Loans and REO Properties, net of such amounts being reimbursed pursuant to the preceding
clause (1) above, but in the case of either clause (1) or (2) above with respect to each Serviced Whole Loan, only to
the extent that amounts on deposit in the applicable Serviced Whole Loan Collection Account are insufficient therefor after taking
into account any allocation set forth in the related Intercreditor Agreement (provided
that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly
notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust
any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata
portion (or such other amount as may be set forth in the related Intercreditor Agreement) of such amount representing Servicing
Advances allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders), and (B) to pay itself
or the Special Servicer out of general collections on the Mortgage Loans and REO Properties, with respect to any Mortgage Loan
or Serviced REO Property any related earned Servicing Fee, Special Servicing Fee, Liquidation Fee or Workout Fee, as applicable,
that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to such
Mortgage Loan or Serviced REO Property and the deposit into the Collection Account of all amounts received in connection therewith,
but in the case of each Serviced Whole Loan, only to the extent that amounts on deposit in the applicable Serviced Whole Loan
Collection Account are insufficient therefor (provided that the Master Servicer shall,
after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion
Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under the related
Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount
allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders) and (C) to reimburse the
related Other Servicer, the related Other Special Servicer and the related Other Trustee, as applicable, out of general collections
on the Mortgage Loans and REO Properties
for the Trust’s pro rata portion (based on the related Non-Serviced Mortgage Loan’s
Stated Principal Balance) of nonrecoverable servicing advances (and interest

 


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thereon at the Reimbursement Rate) previously made with respect to the related Non-Serviced Mortgage Loans;

 

(vi)  
(A) at such time as it reimburses the Trustee or itself, in that order (with respect to any Mortgage Loan or Serviced REO Property),
for (1) any unreimbursed P&I Advance (including any such P&I Advance that constitutes a Workout-Delayed Reimbursement
Amount) made with respect to a Mortgage Loan pursuant to clause (iii) above, to pay itself or the Trustee, as applicable,
any Advance Interest Amounts accrued and payable thereon, (2) any unreimbursed Servicing Advances (including any such Advance
that constitutes a Workout-Delayed Reimbursement Amount) made with respect to a Mortgage Loan or Serviced REO Property pursuant
to clause (iv) above, to pay itself or the Trustee, as the case may be, any Advance Interest Amounts accrued and payable
thereon or (3) any Nonrecoverable P&I Advances made with respect to a Mortgage Loan or Serviced REO Property and any Nonrecoverable
Servicing Advances made with respect to a Mortgage Loan or REO Property or any Workout-Delayed Reimbursement Amounts pursuant
to clause (v) above, to pay itself or the Trustee, as the case may be, any Advance Interest Amounts accrued and payable thereon,
in each case, first, from Penalty Charges as provided in Section 3.12(d) and then, from general collections, but in the case
of a Serviced Whole Loan only to the extent that such Nonrecoverable Advance has been reimbursed and only to the extent that amounts
on deposit in the applicable Serviced Whole Loan Collection Account are insufficient therefor after taking into account any allocation
set forth in the related Intercreditor Agreement (provided that the Master Servicer shall,
after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion
Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under the related
Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount
representing Advance Interest Amounts on Servicing Advances allocable to the related Serviced Companion Loans from the related
Companion Loan Noteholders) and (B) at such time as it reimburses the related Other Servicer, the related Other Special Servicer
and the related Other Trustee, as applicable, for any nonrecoverable servicing advances made with respect to any related Non-Serviced
Mortgage Loan or the related REO Property pursuant to clause (v) above, to pay the related Other Servicer, the related Other
Special Servicer and the related Other Trustee, as applicable, any interest accrued and payable thereon;

 

(vii) 
to reimburse itself, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as the case may be,
for any unreimbursed expenses reasonably incurred by such Person in respect of any Breach or Defect giving rise to a
repurchase or substitution obligation of the applicable Mortgage Loan Seller or any other obligation of the applicable
Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement, including, without limitation, any
expenses arising out of the performance of its duties under Section 2.03 of this
Agreement or out of the enforcement of the repurchase or substitution obligation of the applicable Mortgage Loan Seller
or any other obligation of the applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase
Agreement, together with interest thereon at the Reimbursement
Rate, each such Person’s right to reimbursement pursuant to this clause (vii) with respect to any Mortgage Loan (exclusive
of any Mortgage Loan included in the

 


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Serviced Whole Loan) subject to the following:  (a) if the Purchase Price is paid for
such Mortgage Loan, then such Person’s right to reimbursement shall be limited to that portion of the Purchase Price that
represents such expense in accordance with clause (f) of the definition of Purchase Price, or (b) if no Purchase Price is paid
or if an amount less than the Purchase Price is paid and proceedings are instituted to enforce the related Mortgage Loan Seller’s
payment or performance pursuant to the applicable Mortgage Loan Purchase Agreement or if a Loss of Value Payment is made, then
such Person shall be entitled to reimbursement from the Trust following the adjudication of such proceedings in favor of such
Mortgage Loan Seller, settlement of the Breach or Defect claim, or payment of such Loss of Value Payment, as the case may be;

 

(viii) 
to pay itself all Prepayment Interest Excesses on the Mortgage Pool (exclusive of any Mortgage Loan or Serviced REO Loan included
in the Serviced Whole Loan) not required to be used pursuant to Section 3.17(b)
of this Agreement;

 

(ix) 
(A) to pay itself, as additional servicing compensation in accordance with Section 3.12(a) of this Agreement,
(1) interest and investment income earned in respect of amounts relating to the Trust Fund held in the Collection
Account as provided in Section 3.12(b) of this Agreement (but only to the extent of the net investment earnings
with respect to such Collection Account for any period from any Distribution Date to the immediately succeeding Master
Servicer Remittance Date) and (2) Penalty Charges on the Mortgage Loans that are non-Specially Serviced Loans (exclusive
of any Mortgage Loan or Serviced REO Loan included in a Serviced Whole Loan), but only to the extent collected from the
related Borrower and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan have
been paid and are not needed to pay interest on Advances in accordance with Section 3.12 and/or pay or reimburse
the Trust for Additional Trust Fund Expenses incurred with respect to such Mortgage Loan during or prior to the related
Collection Period (including Special Servicing Fees, Workout Fees or Liquidation Fees); and (B) to pay the Special
Servicer, as additional servicing compensation in accordance with Section 3.12(b), Net Default Interest and any
other Penalty Charges on Specially Serviced Loans (exclusive of any Mortgage Loan or Serviced REO Loan included in
the Serviced Whole Loan), but only to the extent collected from the related Borrower and only to the extent that all amounts
then due and payable with respect to the related Specially Serviced Loan have been paid and are not needed to pay interest on
Advances or Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees or Liquidation Fees), all in
accordance with Section 3.12;

 

(x)    
to pay itself, the Special Servicer, the Depositor, the Operating Advisor or any of their respective directors, officers,
members, managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03(a)
of this Agreement (and in the case of a Serviced Whole Loan, only to the extent that such amounts on deposit in the
applicable Serviced Whole Loan Collection Account are insufficient therefor after taking into account any allocation set
forth in the related Intercreditor Agreement (provided that the Master Servicer shall, after receiving payment
from amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion
Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under the related
Intercreditor Agreement to obtain

 


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reimbursement for a pro rata portion of such amount
allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders)); provided that for the
purposes of allocating Additional Trust Fund Expenses, (i) any amounts so paid shall be
deemed allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage Loan and (b) if not related to any
particular Mortgage Loan, pro rata, among all Mortgage Loans based on the respective Stated Principal Balances of the Mortgage
Loans;

 

(xi) 
  to pay for the cost of the Opinions of Counsel contemplated by Sections 3.10(d), 3.10(e), 3.15(a), 3.15(b)
and 12.08 of this Agreement (and in the case of a Serviced Whole Loan, only to the extent that such amounts on deposit
in the applicable Serviced Whole Loan Collection Account are insufficient therefor after taking into account any
allocation set forth in the related Intercreditor Agreement (provided that the
Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly
notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the
Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a pro
rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion Loan
Noteholders)); provided that for the purposes of allocating Additional Trust Fund Expenses, (i) any amounts so
paid shall be deemed allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage Loan and (b) if not
related to any particular Mortgage Loan, pro rata, among all Mortgage Loans based on
the respective Stated Principal Balances of the Mortgage Loans;

 

(xii)  
to pay out of general collections on the Mortgage Loans and REO Properties any and all federal, state and local taxes imposed
on the Lower-Tier REMIC, the Upper-Tier REMIC or any of their assets or transactions, together with all incidental costs and expenses,
to the extent that none of the Master Servicer, the Special Servicer or the Trustee is liable therefor pursuant to this Agreement,
except to the extent such amounts relate solely to the Serviced Whole Loans, in which case, such amounts will be reimbursed, first,
out of the related Serviced Whole Loan Collection Account from collections on the related Serviced Companion Loan and the related
Mortgage Loan on a pro rata basis by principal balance, and second, to the extent
any such costs and expenses remain unreimbursed, out of the Collection Account; provided that for the purposes of allocating
Additional Trust Fund Expenses, (i) any amounts so paid shall be deemed allocated, (a) if relating to a particular Mortgage
Loan, to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro rata, among all Mortgage Loans
based on the respective Stated Principal Balances of the Mortgage Loans;

 

(xiii)  
to reimburse the Trustee, the Custodian or the Certificate Administrator out of general collections on the Mortgage Loans
and REO Properties for expenses incurred by and reimbursable to it by the Trust Fund, except to the extent such amounts relate
solely to a Serviced Whole Loan, in which case, such amounts will be reimbursed first, from the applicable Serviced Whole
Loan Collection Account(s) in accordance with Section 3.06(b) and then, out of general collections on
the Mortgage Loans; provided that for the purposes of allocating Additional Trust Fund Expenses, (i) any amounts so
paid shall
be deemed allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage

 


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Loan and (b) if not related to
any particular Mortgage Loan, pro rata, among all Mortgage Loans based on the respective Stated Principal Balances of the
Mortgage Loans;

 

(xiv) 
to pay any Person permitted to purchase a Mortgage Loan under Section 3.16 of this Agreement with respect to each
Mortgage Loan (exclusive of any Mortgage Loan included in the Serviced Whole Loan), if any, previously purchased by such Person
pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after the date
of purchase;

 

(xv)
  (A) to pay to itself, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating
Advisor, the Asset Representations Reviewer or the Depositor, as the case may be, any amount specifically required to be paid
to such Person at the expense of the Trust Fund under any provision of this Agreement to which reference is not made in any other
clause of this Section 3.06(a) of this Agreement and (B) to reimburse or pay any party to this Agreement
any unpaid expenses specifically reimbursable from the Collection Account under this Agreement (and, in the case of an amount
specifically related to a Serviced Whole Loan, only to the extent that such amounts on deposit in the applicable Serviced Whole
Loan Collection Account are insufficient therefor after taking into account any allocation set forth in the related Intercreditor
Agreement (provided that the Master Servicer shall, after receiving payment from amounts
on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use
commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain
reimbursement for a pro rata portion of such amount allocable to the related Serviced
Companion Loans from the related Companion Loan Noteholders)), it being acknowledged that this clause (xv) shall not be construed
to modify any limitation or requirement otherwise set forth in this Agreement as to the time at which any Person is entitled to
payment or reimbursement of any amount or as to the funds from which any such payment or reimbursement is permitted to be made;
provided that (i) any amounts so paid shall be deemed allocated, (a) if relating to a particular Mortgage Loan,
to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro rata, among all Mortgage Loans based
on the respective Stated Principal Balances of the Mortgage Loans;

 

(xvi)   
to withdraw from the Collection Account any sums deposited therein in error and pay such sums to the Persons entitled thereto
(including any amounts relating to a Mortgage Loan that is part of a Serviced Whole Loan);

 

(xvii)  
to pay from time to time to itself in accordance with Section 3.07(b) of this Agreement any interest or investment
income earned on funds deposited in the Collection Account;

 

(xviii) 
to transfer Gain-on-Sale Proceeds allocable to Mortgage Loans to the Lower-Tier Distribution Account for deposit by the Certificate
Administrator into the Gain-on-Sale Reserve Account in accordance with Section 3.05(i)
of this Agreement;


 


(xix)  to pay itself, the Special Servicer or the related Mortgage Loan Seller, as the case may
be, with respect to each Mortgage Loan, if any, previously purchased or


 


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substituted (i.e., replaced) by such Person pursuant
to or as contemplated by this Agreement, all amounts received on such Mortgage Loan subsequent to the date of purchase or substitution,
and, in the case of a substitution, with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due
thereon during or prior to the month of substitution, in accordance with the third paragraph of Section 2.03(g) of
this Agreement;

 

(xx)  
to pay to the Certificate Administrator, the Trustee, the Custodian or any of their directors, officers, employees, representatives
and agents, as the case may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05(d)
of this Agreement; provided that any amounts so paid shall be deemed allocated, (a) if relating to a particular
Mortgage Loan, to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro rata, among all Mortgage
Loans based on the respective Stated Principal Balances of the Mortgage Loans;

 

(xxi) 
pursuant to the CREFC® License Agreement, to pay the CREFC® Intellectual
Property Royalty License Fee to CREFC® on a monthly basis; and

 

(xxii) 
to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01 of this
Agreement.

 

The
Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection
Account of amounts necessary for the payments or reimbursement of amounts required to be paid to the applicable Non-Serviced
Mortgage Loan Service Providers and the related trust of the applicable Other Securitization by the holder of a Non-Serviced Mortgage
Loan pursuant to the applicable Intercreditor Agreement and the applicable Other Pooling and Servicing Agreement.

 

The
Master Servicer shall pay to the Special Servicer from the Collection Account amounts permitted to be paid to it therefrom promptly
upon receipt of a certificate of a Servicing Officer of the Special Servicer describing the item and amount to which the Special
Servicer is entitled.  The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate
the amounts stated therein.  The Special Servicer shall keep and maintain separate accounting for each Specially Serviced
Loan and Serviced REO Loan and any related Serviced Companion Loan, on a loan-by-loan and, if appropriate, property-by-property
basis, for the purpose of justifying any request for withdrawal from the Collection Account.

 

The
Master Servicer shall keep and maintain separate accounting records, on a Mortgage Loan by Mortgage Loan basis, reflecting amounts
allocable to each Mortgage Loan, and on a property-by-property basis when appropriate, for the purpose of justifying any withdrawal,
debit or credit from the Collection Account or the Trust Ledger.  Upon written request, the Master Servicer shall provide
to the Certificate Administrator such records and any other information in the possession of the Master Servicer to enable the
Certificate Administrator to determine the amounts attributable to (i) the Lower-Tier REMIC with respect to the Mortgage
Loans and (ii) the Companion Loans.

 


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The
Master Servicer shall pay to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Special Servicer, the Other Trustee, the Other Servicer or the Other Special Servicer, from the Collection Account amounts
permitted to be paid to such Person therefrom, promptly upon receipt of a certificate of a Responsible Officer of the Trustee,
a responsible officer of the Other Trustee, a Responsible Officer of the Certificate Administrator, a certificate of an officer
of the Operating Advisor, a certificate of an officer of the Asset Representations Reviewer, a certificate of a Servicing Officer
or a certificate of the Other Servicer or Other Special Servicer, as applicable, describing the item and amount to which such
Person is entitled (unless such payment to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Special Servicer, the Other Trustee, the Other Servicer or Other Special Servicer, as the case may be, is specifically
required pursuant to this Agreement and the timing and the amount of payment is specified in, or calculable pursuant to, this
Agreement, in which case a certificate is not required).  The Master Servicer may rely conclusively on any such certificate
and shall have no duty to recalculate the amounts stated therein.

 

The
Trustee, the Certificate Administrator, the Custodian, the Special Servicer, the Master Servicer, CREFC®,
the Operating Advisor, the Asset Representations Reviewer and the Non-Serviced Mortgage Loan Service Providers (to the extent
specified in Section 12.12) 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 Compensation (including investment income), Certificate Administrator/Trustee Fees, Special Servicing
Compensation (including investment income), the CREFC® Intellectual Property Royalty License Fee, the
Operating Advisor Fees, Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fees are
actually received from the Borrowers), the Asset Representations Reviewer Asset Review Fee (to the extent owed by the Trust
pursuant to Section 11.02(c) of this Agreement), Advances, Advance Interest Amounts (for each of such Persons
other than CREFC®), their respective indemnification payments (if any) pursuant to Section 6.03, Section 8.05
or Section 12.02 of this Agreement (for each of such Persons other than
CREFC®), their respective expenses hereunder to the extent such fees and expenses are to be reimbursed or
paid from amounts on deposit in the Collection Account pursuant to this Agreement.  For the avoidance of doubt, any fees
or expenses (including legal fees) for which a party is to be indemnified pursuant to Section 6.03 herein
may be submitted directly to the Trust Fund and paid from amounts on deposit in the Collection Account on behalf of such
party pursuant to this Agreement. In addition, the Certificate Administrator, the Trustee, the Special Servicer, the
Master Servicer, the Operating Advisor and the Asset Representations Reviewer 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 and payment of
any federal, state or local taxes imposed on any Trust REMIC.

 

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 (or with respect to Servicing Advances,
the Serviced Whole Loans) deposited in the Collection Account and available for distribution on the next Distribution Date, the
Master Servicer or the Trustee, each at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement
for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.06(a) or

 


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Section 3.06(b)
of this Agreement immediately, may elect to refrain from obtaining such reimbursement for such portion of the
Nonrecoverable Advance during the Collection Period ending on the then-current Determination Date for successive one-month
periods for a total period not to exceed 12 months (with the consent of the Directing Holder, for so long as no Control
Termination Event has occurred and is continuing, for any deferral in excess of 6 months).  If the Master Servicer or
the Trustee makes such an election at its sole option and in its sole discretion to defer reimbursement with respect to all
or a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together with
interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent Collection Period (subject,
again, to the same sole discretion to elect to defer; it is acknowledged that, in such a subsequent period, such
Nonrecoverable Advance shall again be payable first from principal collections as
described above prior to payment from other collections).  In connection with a potential election by the Master
Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during
the one-month Collection Period ending on the related Determination Date for any Distribution Date, the Master Servicer or
the Trustee shall further be authorized (in its sole discretion) to wait for principal collections on the Mortgage Loans and
Serviced Companion Loans, as applicable, to be received before making its determination of whether to refrain from the
reimbursement of a particular Nonrecoverable Advance (or portion thereof) until the end of such Collection Period; provided that the
Master Servicer or the Trustee shall use reasonable efforts to give notice of its election to the 17g-5 Information Provider
(who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement), at least 15 days prior to any reimbursement to it of Nonrecoverable Advances from amounts in the
Collection Account allocable to interest on the Mortgage Loans unless (1) the Master Servicer or the Trustee determines
in its sole discretion that waiting 15 days after such a notice could jeopardize its ability to recover Nonrecoverable
Advances, (2) changed circumstances or new or different information becomes known to the Master Servicer or the Trustee
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 Trustee has
not timely received from the Certificate Administrator information requested by the Master Servicer or the Trustee to
consider in determining whether to defer reimbursement of a Nonrecoverable Advance; provided
that, if clause (1), (2) or (3) apply, the Master Servicer or the Trustee shall give 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 to the 17g-5 Information Provider (who shall promptly post such
notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement). 
Neither the Master Servicer nor the Trustee shall have any liability for any loss, liability or expense resulting from any
notice provided to each Rating Agency contemplated by the immediately preceding sentence.

 

The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this Section 3.06(a) or to comply with
the terms of this Section 3.06(a) and the other provisions of this Agreement that apply once such an election, if
any, has been made.  If the Master Servicer or the Trustee, as applicable, determines, in its sole discretion, that it should
recover the Nonrecoverable Advances without deferral as described above, then the Master Servicer or the Trustee, as applicable,
shall be entitled to immediate

 


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reimbursement
of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Accounts for such
Distribution Date.  Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement for
any Nonrecoverable Advance or portion thereof with respect to any one or more Collection Periods shall not limit the accrual of
interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable
Advance.  The Master Servicer’s or the Trustee’s, as applicable, election to defer reimbursement of such Nonrecoverable
Advances as set forth above is an accommodation to the Certificateholders and, as applicable, the Serviced Companion Loan Noteholders
and shall not be construed as an obligation on the part of the Master Servicer or the Trustee, as applicable, or a right of the
Certificateholders or the Serviced Companion Loan Noteholders.  Nothing herein shall be deemed to create in the Certificateholders
or the Serviced Companion Loan Noteholders a right to prior payment of distributions over the Master Servicer’s or the
Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise).  In all events, the decision
to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with
the Servicing Standard and neither the Master Servicer, the Trustee nor the other parties to this Agreement shall have any liability
to one another or to any of the Certificateholders or any of the Serviced Companion Loan Noteholders for any such election that
such party makes as contemplated by this Section 3.06(a) or for any losses, damages or other adverse economic or other
effects that may arise from such an election.

 

None
of the Master Servicer, the Special Servicer or the Trustee shall be permitted to reverse any other Person’s determination,
or to prohibit any such other authorized Person from making a determination, that an Advance constitutes, or would constitute
a Nonrecoverable Advance.

 

If
the Master Servicer, the Trustee or any Non-Serviced Mortgage Loan Service Provider, as applicable, is reimbursed out of general
collections for any unreimbursed Advances that are determined to be Nonrecoverable Advances (together with any Advance Interest
Amount), then (for purposes of calculating distributions on the Certificates) such reimbursement and payment of interest shall
be deemed to have been made:  first, out of the Principal Distribution Amount, which,
but for its application to reimburse a Nonrecoverable Advance and/or to pay the Advance Interest Amount, would be included in
Available Funds for any subsequent Distribution Date and, second, out of other amounts
which, but for their application to reimburse a Nonrecoverable Advance and/or to pay the Advance Interest Amount, would be included
in Available Funds for any subsequent Distribution Date.

 

If
and to the extent that any payment is deemed to be applied as contemplated in the paragraph above to reimburse a Nonrecoverable
Advance or to pay the Advance Interest Amount, then the Principal Distribution Amount for such Distribution Date shall be reduced,
to not less than zero, by the amount of such reimbursement.  If and to the extent (i) any
Advance is determined to be a Nonrecoverable Advance, (ii) such Advance and/or the Advance Interest Amount is reimbursed
out of the Principal Distribution Amount as contemplated above and (iii) the particular item for which such Advance was originally
made is subsequently collected out of payments or other collections in respect of the related Mortgage Loan, then the Principal
Distribution Amount for the Distribution Date that corresponds to the Collection Period in which such item was recovered shall
be increased by an amount equal to the lesser of (A) the amount of 

 


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such
item and (B) any previous reduction in the Principal Distribution Amount for a prior Distribution Date as contemplated in
the paragraph above resulting from the reimbursement of the subject Advance and/or the payment of the Advance Interest Amount.

 

(b)       
The Master Servicer shall maintain a separate Trust Ledger with respect to each Serviced Whole Loan that it is servicing on which
it shall make ledger entries as to amounts deposited (or credited) or withdrawn (or debited) with respect thereto.  On each
Master Servicer Remittance Date (or such other date as may be specified below or on which funds are available for such purpose
as specified below), with respect to each Serviced Whole Loan, the Master Servicer shall make withdrawals from amounts allocated
thereto in the related Serviced Whole Loan Collection Account (and may debit the Trust Ledger) for any of the following purposes
(the order set forth below not constituting an order of priority for such withdrawals):

 

(i)    
to make remittances each month in an aggregate amount of immediately available funds equal to the allocable portion of the applicable
Serviced Whole Loan Remittance Amount (A) to the related Serviced Companion Loan Noteholders within the time frame specified in,
and otherwise in accordance with Section 3.05(h) and (B) to the Collection Account
for the benefit of the Trust in respect of amounts allocable to the related Mortgage Loan, in each case in accordance with the
related Intercreditor Agreement (after taking into account the amounts permitted to be withdrawn from the Serviced Whole Loan
Collection Account pursuant to this Section 3.06(b)) provided that Liquidation
Proceeds relating to the repurchase of any Serviced Companion Loan by the related seller thereof shall be remitted solely to the
holder of such Serviced Companion Loan, as the case may be, and Liquidation Proceeds relating to the repurchase of a Mortgage
Loan related to a Serviced Whole Loan by the related Mortgage Loan Seller shall be remitted solely to the Collection Account;

 

(ii)   
to pay (A) to itself unpaid Servicing Fees (or, with respect to any Excess Servicing Fee Rights, to pay any Excess Servicing
Fees to the holder of such Excess Servicing Fee Rights pursuant to Section 3.12(a)
of this Agreement) and to the Special Servicer unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of
such Serviced Whole Loan or related Serviced REO Loan, as applicable, the Master Servicer’s or the Special Servicer’s,
as applicable, rights to payment of Servicing Fees, Special Servicing Fees, Liquidation Fees and Workout Fees, as applicable,
pursuant to this clause (ii)(A) with respect to such Serviced Whole Loan or related Serviced REO Loan, as applicable,
being limited to amounts received on or in respect of such Serviced Whole Loan (whether in the form of payments, Liquidation Proceeds,
Insurance Proceeds or Condemnation Proceeds), or such Serviced REO Loan (whether in the form of REO Proceeds, Liquidation Proceeds,
Insurance Proceeds or Condemnation Proceeds), that are allocable as recovery of interest thereon and (B) to the Special Servicer,
each month to the extent not covered by clause (ii)(A) above, any unpaid Special Servicing Fees, Liquidation Fees and Workout
Fees in respect of such Serviced Whole Loan or related Serviced REO Loan, as applicable, remaining unpaid out of general collections
in the Collection Account as provided in Section 3.06(a)(ii) of this Agreement;

 

(iii)  
to reimburse the Trustee or itself, in that order, for unreimbursed P&I Advances with respect to the applicable Mortgage Loan
and to reimburse the related

 


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Serviced
Companion Loan Service Provider for unreimbursed principal and/or interest advances with respect to the applicable Serviced Companion
Loan, the Master Servicer’s, the Trustee’s and the applicable Serviced Companion Loan Service Provider’s
right to reimbursement pursuant to this clause (iii) being limited to amounts received in the applicable Serviced Whole Loan
Collection Account which represent Late Collections received in respect of such Mortgage Loan or Serviced Companion Loan, as applicable
(as allocable thereto pursuant to the related Loan Documents and the related Intercreditor Agreement), during the applicable period;
provided that to the extent such amounts are insufficient to repay such P&I Advances on any Mortgage Loan as to which
there is a related Serviced Subordinate Companion Loan, such P&I Advances may be reimbursed, from collections on the related
Serviced Whole Loan allocable to such Subordinate Companion Loan; provided, further,
that if such P&I Advance on the applicable Mortgage Loan becomes a Nonrecoverable Advance or a Workout-Delayed Reimbursement
Amount, then such P&I Advance shall thereafter be reimbursed in accordance with clause (v) below;

 

(iv)   to reimburse the Trustee, the Special Servicer or itself, in that order, as applicable (with respect to such Serviced
Whole Loan or Serviced REO Property), for unreimbursed Servicing Advances with respect to such Serviced Whole Loan or related
Serviced REO Property, the Master Servicer’s or the Trustee’s respective rights to receive payment pursuant to
this clause (iv) being limited to, as applicable, related payments by the applicable Borrower with respect to such
Servicing Advance, Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds and REO Proceeds with respect to such
Serviced Whole Loan; provided that if such Servicing Advance becomes a Nonrecoverable Advance or a Workout-Delayed
Reimbursement Amount, then such Servicing Advance shall thereafter be reimbursed in accordance with clause (v)
below;

 

(v)  
(A) to reimburse the Trustee or itself, in that order, (with respect to such Serviced Whole Loan or related REO Property),
as applicable (x) with respect to Nonrecoverable Advances, first, out of Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds and REO Proceeds received on the related Serviced Whole Loan and related REO Properties, and second,
out of general collections in the Collection Account as provided in Section 3.06(a)
and (y) with respect to the Workout-Delayed Reimbursement Amounts, first, out of the principal portion of the general
collections on the Serviced Whole Loan and related REO Properties, net of such amounts being reimbursed pursuant to the subclause first
in the preceding clause (x) above and second out of general collections in the Collection Account as provided
in Section 3.06(a); provided that in the case of both clause (x) and
clause (y) of this clause (v), prior to making any reimbursement from general collections, such reimbursements
shall be made first, from collections on, and proceeds of the applicable Subordinate Companion Loan, if any, and then from collections
on, and proceeds of the related Mortgage Loan, or in the case of a Serviced Pari Passu Whole Loan with a Serviced Pari Passu Companion
Loan, on a pro rata basis as between the Mortgage Loan and any related Serviced Pari
Passu Companion Loans (based on the Mortgage Loan’s Stated Principal Balance or related Serviced Pari Passu Companion Loan’s
principal balance) and then from general collections of the Trust (provided that, in
the case of a Servicing Advance that is a Nonrecoverable Advance, the Master Servicer shall, after receiving payment from

 


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amounts
on deposit in the Collection Account, if any, (i) promptly notify the related Companion
Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under the related
Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount
allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders) or (B) to pay itself or the
Special Servicer out of general collections on such Serviced Whole Loan and related REO Properties, any related earned Servicing
Fee, Special Servicing Fee, Liquidation Fee or Workout Fee, as applicable, that remained unpaid in accordance with clause (ii)
above following a Final Recovery Determination made with respect to such Serviced Whole Loan or related REO Property and the deposit
into the applicable Serviced Whole Loan Collection Account of all amounts received in connection therewith; provided
that, notwithstanding the foregoing, such party’s rights to reimbursement pursuant to this clause (v) with
respect to any such Nonrecoverable Advance or Workout-Delayed Reimbursement Amount that is a P&I Advance, being limited (except
to the extent set forth in Section 3.06(a)) to amounts on deposit in the applicable Serviced Whole Loan Collection
Account that were received in respect of the particular Mortgage Loan (as allocable thereto pursuant to the related Loan Documents
and the related Intercreditor Agreement) in the related Serviced Whole Loan as to which such Nonrecoverable Advance or such Workout-Delayed
Reimbursement Amount were incurred (provided that to the extent such amounts are insufficient to repay such Advances on
any Mortgage Loan as to which there is a related Subordinate Companion Loan, such P&I Advances may be reimbursed from collections
on the related Serviced Whole Loan allocable to such Subordinate Companion Loan);

 

(vi)  
at such time as it reimburses the Trustee or itself, in that order, as applicable, for (A) any unreimbursed P&I Advance
with respect to the applicable Mortgage Loan (including any such Advance that constitutes a Workout-Delayed Reimbursement Amount)
or any unreimbursed principal and/or interest advance with respect to the related Serviced Companion Loan pursuant to clause (iii)
above, to pay itself, the Trustee or such Serviced Companion Loan Service Provider, as applicable, any Advance Interest Amounts
accrued and payable thereon, (B) any unreimbursed Servicing Advances (including any such Advance that constitutes a Workout-Delayed
Reimbursement Amount) pursuant to clause (iv) above, to pay itself, the Special Servicer or the Trustee, as the case may
be, any Advance Interest Amounts accrued and payable thereon or (C) any Nonrecoverable Advances pursuant to clause (v)
above, to pay itself, the Special Servicer, the Trustee or any Serviced Companion Loan Service Provider, as the case may be, any
Advance Interest Amounts accrued and payable thereon, with such amounts payable in the case of clauses (A), (B) and (C) above,
first, from Penalty Charges pursuant to Section 3.12(d), then, from collections on, and proceeds of the applicable
Subordinate Companion Loan, if any, and then, from collections on, and proceeds of on a pro rata basis as between the Mortgage
Loan and any related other Serviced Pari Passu Companion Loans (based on the Mortgage Loan’s Stated Principal Balance or
related Serviced Pari Passu Companion Loan’s principal balance), provided that,
notwithstanding the foregoing, such party’s rights to reimbursement pursuant to this clause (vi) with respect to any
such interest on P&I Advances (including any such P&I Advance that is a Nonrecoverable Advance or a Workout-Delayed Reimbursement
Amount) being limited to amounts on deposit in the applicable Serviced Whole Loan Collection Account that

 


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were
received in respect of the particular Mortgage Loan (as allocable thereto pursuant to the related Loan Documents and the related
Intercreditor Agreement) in the related Serviced Whole Loan as to which such advance relates (provided that any Mortgage
Loan as to which there is a related Subordinate Companion Loan, such interest on P&I Advances may be reimbursed from collections
on the related Serviced Whole Loan allocable to such Subordinate Companion Loan);

 

(vii) 
to reimburse itself, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as the case may be, as
applicable, for any unreimbursed expenses reasonably incurred by such Person in respect of any Breach or Defect with respect to
the Mortgage Loan giving rise to a repurchase obligation of the applicable Mortgage Loan Seller under Section 6 of the applicable
Mortgage Loan Purchase Agreement or, with respect to a Serviced Companion Loan, under the related mortgage loan purchase agreement,
including, without limitation, any expenses arising out of the enforcement of the repurchase obligation, each such Person’s
right to reimbursement pursuant to this clause (vii) with respect to such Serviced Whole Loan being limited to that portion
of the Purchase Price paid for the related Mortgage Loan that represents such expense in accordance with clause (e) of the
definition of Purchase Price (or, with respect to a Serviced Companion Loan, a comparable expense);

 

(viii) 
to pay itself all Prepayment Interest Excesses on any related Mortgage Loan or Serviced Companion Loan included in the Serviced
Whole Loans not required to be used pursuant to Section 3.17(c) of this Agreement;

 

(ix) 
(A) to pay itself, as additional servicing compensation in accordance with Section 3.12(a), (1) interest
and investment income earned in respect of amounts relating to such Serviced Whole Loan held in the applicable Serviced Whole
Loan Collection Account as provided in Section 3.07(b) (but only to the extent of the net investment earnings with
respect to such Serviced Whole Loan Collection Account for any period from any Distribution Date to the immediately succeeding
Master Servicer Remittance Date) and (2) any Penalty Charges on the related Mortgage Loan and Serviced Companion Loan (except
to the extent prohibited by the related Intercreditor Agreement and other than Specially Serviced Loans) but only to the extent
collected from the related Borrower and to the extent that all amounts then due and payable with respect to the Serviced Whole
Loans have been paid and are not needed to pay Advance Interest Amounts, interest on debt service advances made by the related
Serviced Companion Loan Service Provider and/or Additional Trust Fund Expenses in accordance with Section 3.12 and
the related Intercreditor Agreement; and (B) to pay the Special Servicer, as additional servicing compensation in accordance
with the second paragraph of Section 3.12, the portion of any Penalty Charges on the related Mortgage Loan and Serviced
Companion Loan (except to the extent prohibited by the related Intercreditor Agreement), during the period it is a Specially Serviced
Loan (but only to the extent collected from the related Borrower and to the extent that all amounts then due and payable with
respect to the related Specially Serviced Loan have been paid and are not needed to pay interest on Advances, interest on debt
service advances made by the related Serviced Companion Loan Service Provider and/or Additional Trust Fund Expenses in accordance
with Section 3.12 and the related Intercreditor Agreement);





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(x)    
to recoup any amounts deposited in such Serviced Whole Loan Collection Account in error;

 

(xi)   
to pay itself, the Special Servicer, the Depositor or any of their respective directors, officers, members, managers, employees
and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03(a) or 6.03(b),
to the extent that such amounts relate to such Serviced Whole Loan;

 

(xii)  
to pay for the cost of the Opinions of Counsel contemplated by Section 3.10(d), 3.10(e), 3.15(a), 3.15(b)
and 12.08 to the extent that such opinions specifically relate to such Serviced Whole Loan;

 

(xiii)  
to pay out of general collections on such Serviced Whole Loan and related Serviced REO Property any and all federal, state and
local taxes imposed on the Upper-Tier REMIC, the Lower-Tier REMIC or any of their assets or transactions, together with all incidental
costs and expenses, in each case to the extent that neither the Master Servicer, the Special Servicer, the Certificate Administrator
nor the Trustee is liable therefor pursuant to this Agreement and only to the extent that such amounts relate to the related Mortgage
Loan or to the related Serviced Companion Loans (but only to the extent that any related Serviced Companion Loan is included in
a REMIC);

 

(xiv)  to reimburse the Trustee and the Certificate Administrator out of general collections on such Serviced Whole Loan and related
REO Properties for expenses incurred by and reimbursable to it by the Trust Fund specifically related to such Serviced Whole Loan;

 

(xv)  
to pay any Person permitted to purchase a Mortgage Loan under Section 3.16 with respect to the Mortgage Loan included
in such Serviced Whole Loan, if any, previously purchased by such Person pursuant to this Agreement, all amounts received thereon
subsequent to the date of purchase relating to periods after the date of purchase;

 

(xvi)   to deposit in the Interest Reserve Account the amounts with respect to the Mortgage Loan included in such Serviced Whole Loan
required to be deposited in the Interest Reserve Account pursuant to Section 3.05(e);

 

(xvii)
to pay to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Depositor, as the case
may be, to the extent that such amounts relate to the Mortgage Loan included in such Serviced Whole Loan, any amount specifically
required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement to which reference is
not made in any other clause of this Section 3.06(b), it being acknowledged that this clause (xvii) shall
not be construed to modify any limitation or requirement otherwise set forth in this Agreement or in the related Intercreditor
Agreement as to the time at which any Person is entitled to payment or reimbursement of any amount or as to the funds from which
any such payment or reimbursement is permitted to be made;

 


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(xviii) 
to pay the related Mortgage Loan Seller with respect to the Mortgage Loan included in such Serviced Whole Loan, if any, previously
purchased or substituted (i.e., replaced) by such Person pursuant to or as contemplated by this Agreement, all amounts
received on such Mortgage Loan subsequent to the date of purchase or substitution, and, in the case of a substitution, with respect
to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon during or prior to the month of substitution,
in accordance with the third paragraph of Section 2.03(g); and

 

(xix) 
to clear and terminate such Serviced Whole Loan Collection Account at the termination of this Agreement pursuant to Section 9.01.

 

In
the case of the amounts payable as set forth above in this Section 3.06(b) with respect to any Serviced Whole Loan,
if such amount is not specifically payable, pursuant to the terms of this Agreement or the related Intercreditor Agreement, out
of collections or proceeds allocable to any particular note that is a part of such Serviced Whole Loan, such amount shall be paid
from collections on, and proceeds of the related Serviced Subordinate Companion Loan, if any, and then, from collections on, and
proceeds of, on a pro rata basis as between, the related Mortgage Loan and any related Serviced Pari Passu Companion Loans
(based on the related Mortgage Loan’s principal balance or the related Serviced Pari Passu Companion Loan’s principal
balance), and then, to the extent provided for in this Agreement, from general collections.

 

The
Master Servicer shall keep and maintain separate accounting records, on a loan by loan and property by property basis when appropriate,
for the purpose of justifying any withdrawal from any Serviced Whole Loan Collection Account.  All withdrawals with respect
to any Serviced Whole Loan shall be made first, from the applicable Serviced Whole Loan Collection Account and then,
from the Master Servicer’s Collection Account to the extent permitted by Section 3.06(a).  Upon request,
the Master Servicer shall provide to the Certificate Administrator such records and any other information in the possession of
the Master Servicer to enable the Certificate Administrator to determine the amounts attributable to the Lower-Tier REMIC and
the Companion Loans.

 

The
Master Servicer shall pay to the Special Servicer from the Serviced Whole Loan Collection Accounts amounts permitted to be paid
to it therefrom promptly upon receipt of a certificate of a Servicing Officer of such Special Servicer describing the item and
amount to which the Special Servicer is entitled.  The Master Servicer may rely conclusively on any such certificate and
shall have no duty to recalculate the amounts stated therein.  The Special Servicer shall keep and maintain separate accounting
for each Specially Serviced Loan included in the Serviced Whole Loan and related REO Loan, on a loan-by-loan and, if appropriate,
property-by-property basis, for the purpose of justifying any request for withdrawal from any Serviced Whole Loan Collection Account.

 

Any
permitted withdrawals under this Section 3.06(b) with respect to reimbursement for advances or other amounts payable
to an Other Trustee shall, if applicable, also be deemed to be a permitted withdrawal for similar amounts owed to the fiscal agent
of the Other Trustee, if any.

 


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Notwithstanding
anything to the contrary contained herein, with respect to each Serviced Companion Loan, the Master Servicer shall withdraw from
the related Serviced Whole Loan Collection Account and remit to the related Serviced Companion Loan Noteholders, within (x) with
respect to any Serviced Subordinate Companion Loan, if required pursuant to the terms of the related Intercreditor Agreement,
two (2) Business Days of receipt of properly identified funds and (y) with respect to any Serviced Pari Passu Companion Loan,
one (1) Business Day of receipt of properly identified funds, any amounts that represent Late Collections or Principal Prepayments
on such Serviced Companion Loan or any successor REO Loan with respect thereto, that are received by the Master Servicer prior
to 3:00 p.m. (New York City time) on any given Business Day (and 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 Late Collections or
Principal Prepayments to the related Serviced Companion Loan Noteholders 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) (exclusive of any portion of such amount payable or reimbursable to any third party in accordance with the related Intercreditor
Agreement or this Agreement), unless such amount would otherwise be included in the monthly remittance to the holder of such Serviced
Companion Loan for such month.

 

If
the Master Servicer fails, as of 5:00 p.m. (New York City time) on any Master Servicer Remittance Date, any related Serviced
Whole Loan Remittance Date or any other date a remittance is required to be made, as applicable, to remit to the Certificate
Administrator (in respect of the related Mortgage Loan) or the Serviced Companion Loan Noteholders (in respect of any related
Serviced Companion Loan) any amounts required to be so remitted hereunder by such date (including any P&I Advance
pursuant to Section 4.07 and any Gain-on-Sale Proceeds allocable to the Serviced Companion Loans pursuant to Section 4.01(e)),
the Master Servicer shall pay to the Certificate Administrator (in respect of the Mortgage Loan) or the Serviced Companion
Loan Noteholders (in respect of the Serviced Companion Loan), for the account of the Certificate Administrator (in respect of
the Mortgage Loan) or the Serviced Companion Loan Noteholders (in respect of the Serviced Companion Loans), interest,
calculated at the Prime Rate, on such amount(s) not timely remitted, from the time such payment was required to be made
(without regard to any grace period) until (but not including) the date such late payment is received by the Certificate
Administrator or the Serviced Companion Loan Noteholders, as applicable.

 

(c)       
On each Master Servicer Remittance Date, all net income and gain realized from investment of funds to which the Master Servicer
or the Special Servicer is entitled pursuant to Section 3.07(b) of this Agreement shall be subject to withdrawal by
the Master Servicer or the Special Servicer, as applicable.

 

(d)      
With respect to the Serviced Whole Loans, if amounts required to pay the expenses allocable to any related Serviced Companion
Loan exceed amounts on deposit in the Serviced Whole Loan Collection Account, the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, may seek reimbursement from the Trust Fund with respect to such expenses allocable
to such Serviced Companion Loan.  The Master Servicer shall seek (on behalf of the Trust Fund, subject to the related Intercreditor
Agreement) payment or reimbursement from the holder of the related Serviced Subordinate Companion

 


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Loan,
if any, and then for the pro rata portion of such expenses allocable to a related Serviced Pari Passu Companion Loan from
the related Serviced Companion Loan Noteholder or, if such Serviced Companion Loan has been deposited into a securitization, out
of general collections in the collection account established pursuant to the related Other Pooling and Servicing Agreement.

  





(e)               
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related
Serviced REO Property, then the Master Servicer shall (provided that, (1) with respect to clause (iv) below, the Special
Servicer shall have provided notice to the Master Servicer of the occurrence of such liquidation event and (2) with respect to
clause (v) below, the Certificate Administrator shall have provided the Master Servicer and the Special Servicer with five
Business Days’ prior notice of such final Distribution Date), transfer such Loss of Value Payments (up to the remaining
portion thereof) from the Loss of Value Reserve Fund to the Collection Account for the following purposes: 

 

(i)        
to reimburse the Master 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 Serviced REO Property (together with the Advance
Interest Amount);

 

(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 Serviced REO Property that constitutes or, if not paid out of such Loss
of Value Payments, would constitute an Additional Trust Fund Expense;

 

(iii)       
to offset any portion of Realized Losses and VRR Realized Losses that are attributable to such Mortgage Loan or related REO Property,
as the case may be (as calculated without regard to the application of such Loss of Value Payments), incurred with respect to
such Mortgage Loan or any related successor REO Loan;

 

(iv)      
following the occurrence of a liquidation event with respect to such Mortgage Loan or any related Serviced REO Property and
any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan or related Serviced REO Property, to cover the items contemplated by the immediately preceding
clauses (i)-(iii) in respect of any other Mortgage Loan or Serviced REO Loan; and

 

(v)  
On the final Distribution Date after all distributions have been made as set forth in clauses (i)-(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 VRR Realized Losses, that are attributable to such Mortgage Loan or related REO Property, Additional Trust
Fund Expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.


 


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

 


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Trust in respect
of the related Mortgage Loan or any successor REO Loan with respect thereto for which such Loss of Value Payments were received;
and any Loss of Value Payments transferred to the Collection Account pursuant to clause (iv) of the prior paragraph shall
be treated as Liquidation Proceeds received by the Trust in respect of the Mortgage Loan or REO Loan for which such Loss of Value
Payments are being transferred to the Collection Account to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.

 

(f)       
The Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier Distribution Account for any of the
following purposes (the order set forth below shall not indicate any order of priority), in each case to the extent not previously
paid from the Collection Account:

 

(i)   
    to make deposits of the Lower-Tier Distribution Amount and the amount of any Prepayment Premium and Yield Maintenance Charges
distributable pursuant to Section 4.01(a) of this Agreement in the Upper-Tier Distribution Account, and to make distributions
on the Class R Certificates in respect of the Class LTR Interest pursuant to Section 4.01(a) of this Agreement;

 

(ii)     
 to pay itself, the Trustee and the Custodian respective portions of any accrued but unpaid Trustee/Certificate Administrator Fees;

 

(iii) 
    to pay itself an amount equal to all net income and gain realized from investment of funds in the Lower-Tier Distribution Account
pursuant to Section 3.07(b) of this Agreement;

 

(iv)     
to pay to itself, the Trustee, the Custodian or any of their directors, officers, employees, representatives and agents, as the
case may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05(b), Section 8.05(c) and Section 8.05(d) of this Agreement;

 

(v)  
    to recoup any amounts deposited in the Lower-Tier Distribution Account in error; and

 

(vi) 
    to clear and terminate the Lower-Tier Distribution Account at the termination of this Agreement
pursuant to Section 9.01 of this Agreement.

 

(g)      
The Certificate Administrator may make withdrawals from the Upper-Tier Distribution Account for any of the following purposes:

 

(i)   
    to make distributions to Certificateholders on each Distribution Date pursuant to Section 4.01
or Section 9.01 of this Agreement (in the case of Holders of the Class R Certificates, in respect of the
Class UTR Interest), as applicable;

 

(ii)      
to recoup any amounts deposited in the Upper-Tier Distribution Account in error; and


 


(iii) 
     to clear and terminate the Upper-Tier Distribution Account at the termination of this Agreement pursuant to Section 9.01 of this Agreement.

 


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Section 3.07 
Investment of Funds in the Collection Accounts, the Serviced Whole Loan Collection Accounts, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account, the REO Account, the Lock-Box Accounts, the Cash Collateral Accounts
and the Reserve Accounts.  (a)  The Master Servicer (with respect to the Collection Account, and any Serviced
Whole Loan Collection Account and any Borrower Accounts (as defined below and subject to the second succeeding sentence)), the
Special Servicer (with respect to any REO Account and any Loss of Value Reserve Fund) and the Certificate Administrator (with
respect to the Distribution Accounts, the Interest Reserve Account and the Gain-on-Sale Reserve Account) may direct any depository
institution maintaining the Collection Account, any Serviced Whole Loan Collection Account, the Gain-on-Sale Reserve Account,
any Borrower Accounts, any REO Account, any Loss of Value Reserve Fund, the Interest Reserve Account and the Distribution Accounts
(each such 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 investment of funds on deposit in an Investment
Account by the Master Servicer, the Special Servicer or the Certificate Administrator shall be documented in writing and shall
provide evidence that such 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, Lock-Box Account, Cash Collateral Account or Reserve Account (the “Borrower
Accounts”), the Master Servicer shall act upon the written request of the related Borrower or Manager to the
extent that the Master Servicer is required to do so under the terms of the respective Loan Documents, provided that in the absence of appropriate written instructions from the related Borrower 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 (in its capacity as
such) or in the name of a nominee of the Trustee.  The Certificate Administrator shall have sole control (except with respect
to investment direction which shall be in the control of the Master Servicer or the Special Servicer, with respect to any REO
Accounts, as an independent contractor to the Trust Fund) over each such investment and any certificate or other instrument
evidencing any such investment shall be delivered directly to the Certificate Administrator or its agent (which shall initially
be the Master Servicer), together with any document of transfer, if any, necessary to transfer title to such investment to the
Trustee or its nominee.  Neither the Certificate Administrator nor the Trustee shall have any responsibility or liability
with respect to the investment directions of the Master Servicer, the Special Servicer, any Borrower 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 directions of the Special Servicer, the Certificate Administrator, the Trustee, any Borrower
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 directions of the Master Servicer, the Certificate Administrator,
the Trustee, any Borrower or 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
or the Certificate Administrator, as applicable) shall:  


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(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 or the
Certificate Administrator, as applicable) that such Permitted Investment would not constitute a Permitted Investment in respect
of funds thereafter on deposit in the related Investment Account.

 

(b)       
All income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the
Master Servicer (except with respect to the investment of funds deposited in (i) any Borrower Account, which shall be for the
benefit of the related Borrower to the extent required under the related Loan Documents for the Mortgage Loan or applicable
law, (ii) any REO Account and the Loss of Value Reserve Fund, which shall be for the benefit of the Special Servicer or (iii)
the Gain-on-Sale Reserve Account, the Interest Reserve Account and the Distribution Accounts, which shall be for the benefit
of the Certificate Administrator) and, if held in the Collection Account, any Serviced Whole Loan Collection Account, REO
Account or Distribution Account shall be subject to withdrawal by the Master Servicer, the Special Servicer or the
Certificate Administrator, as applicable, in accordance with Section 3.06 or Section 3.15(b) of
this Agreement, as applicable.  The Master Servicer, or with respect to any REO Account or Loss of Value Reserve Fund,
the Special Servicer, or with respect to the Gain-on-Sale Reserve Account, the Certificate Administrator, shall deposit from
its own funds into the Collection Account, applicable Serviced Whole Loan Collection Account, any REO Account or Loss
of Value Reserve Fund, the Gain-on-Sale Reserve Account, the Interest Reserve Account or the Distribution Accounts, as
applicable, the amount of any loss incurred in respect of any such Permitted Investment immediately upon realization of such
loss; provided that the Master Servicer, the Special Servicer or the Certificate Administrator, 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 Borrower Account immediately upon realization
of such loss the amount of any loss incurred in respect of Permitted Investments, except to the extent that amounts are
invested at the direction of or for the benefit of the Borrower under the terms of the related Loan Documents for the
Mortgage Loan, Serviced Whole Loan or applicable law; provided that neither the Master Servicer nor the Special
Servicer shall be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred
solely as a result of the insolvency of the federal or state chartered depository institution or trust company that holds
such Investment Account, so long as such depository institution or trust company has satisfied the qualifications set forth
in the definition of Eligible Account both (x) at the time the investment was made and (y) 30 days prior to such
insolvency.

 

(c)       
Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any
other performance required under any Permitted Investment, in either case as a result of an action or inaction of the Master Servicer,
the Special Servicer or the Certificate Administrator, as applicable, the Trustee may, and upon the request of Holders of Certificates
entitled to a majority 

 


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of the Voting
Rights allocated to any Class shall, take such action as may be appropriate to enforce such payment or performance, including
the institution and prosecution of appropriate proceedings.  If the Trustee takes any such action, (i) the Master Servicer,
if such Permitted Investment was for the benefit of the Master Servicer, (ii) the Special Servicer, if such Permitted Investment
was for the benefit of the Special Servicer or (iii) the Certificate Administrator, if such Permitted Investment was for
the benefit of the Certificate Administrator, 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.

 

Section
3.08    Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage.    (a)  In
the case of each Serviced Mortgage Loan and any related Serviced Companion Loan, as applicable (but excluding any REO Loan), the
Master Servicer shall use commercially reasonable efforts consistent with the Servicing Standard to cause the related Borrower,
with respect to the Serviced Mortgage Loans and any related Serviced Companion Loans that it is servicing, to maintain the following
insurance coverage (including identifying the extent to which such Borrower is maintaining insurance coverage and, if such Borrower
does not so maintain, the Master Servicer will itself cause to be maintained with Qualified Insurers) for the related Mortgaged
Property: (x) except where the Loan Documents permit a Borrower to rely on self-insurance provided by a tenant, a fire and
casualty extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is at
least equal to the lesser of (i) the full replacement cost of improvements securing such Mortgage Loan or Serviced Whole
Loan, as applicable, and (ii) the Stated Principal Balance of such Mortgage Loan or Serviced Whole Loan, as applicable, but,
in any event, in an amount sufficient to avoid the application of any co-insurance clause and (y) all other insurance
coverage (including, but not limited to, coverage for acts of terrorism) that is required, subject to applicable law, under the
related Loan Documents; provided that:

 

(i)    
the Master Servicer shall not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property
unless the Trustee has an insurable interest and (x) such insurance policy was in effect at the time of the origination of
the related Mortgage Loan or Serviced Whole Loan, as applicable, or (y) such insurance policy was required by the related
Loan Documents and is available at commercially reasonable rates, provided that the Master
Servicer shall require the related Borrower to maintain such insurance in the amount, in the case of clause (x), maintained
at origination, and in the case of clause (y), required by such Mortgage Loan or Serviced Whole Loan, in each case, to the
extent such amounts are available at commercially reasonable rates and to the extent the Trustee has an insurable interest;

 

(ii)  
 if and to the extent that any Loan Document grants the lender thereunder any discretion (by way of consent, approval or
otherwise) as to the insurance provider from whom the related Borrower is to obtain the requisite insurance coverage, the Master
Servicer shall (to the extent consistent with the Servicing Standard) require the related Borrower to obtain the requisite insurance
coverage from Qualified Insurers; 


 


(iii)  
the Master Servicer shall have no obligation beyond using its reasonable efforts consistent with the Servicing Standard to
cause any Borrower to maintain the insurance required to be maintained under the Loan Documents; provided that this

 


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clause shall
not limit the Master Servicer’s obligation to obtain and maintain a force-placed insurance policy, as provided herein;

 

(iv) 
except as provided below (including under clause (vi) below), in no event shall the Master Servicer be required to cause
the Borrower to maintain, or itself obtain, insurance coverage to the extent that the failure of such Borrower to maintain insurance
coverage is an Acceptable Insurance Default (as determined by the Master Servicer or the Special Servicer, as applicable);

 

(v)  
to the extent that the Master Servicer itself is required to maintain insurance that the Borrower does not maintain, the Master
Servicer will not be required to maintain insurance other than what is available to the Master Servicer on a force-placed basis
at commercially reasonable rates, and only to the extent the Trust as lender has an insurable interest thereon; and

 

(vi) 
any explicit terrorism insurance requirements contained in the related Loan Documents shall be enforced by the Master
Servicer in accordance with the Servicing Standard (unless the Master Servicer or the Special Servicer, as applicable, with
the consent of, if no Control Termination Event has occurred and is continuing, the Directing Holder, and after consultation
with the Risk Retention Consultation Parties and the Operating Advisor pursuant to Section 6.07,
has consented to a waiver (including a waiver to permit the Master Servicer to accept insurance that does not comply with
specific requirements contained in the Loan Documents) in writing of that provision in accordance with the Servicing
Standard); provided that the Master Servicer shall promptly notify the Special Servicer, or the Special Servicer shall
promptly notify the Master Servicer, as applicable, in writing of such waiver.

 




With
respect to (i) the Mortgage Loan identified on Exhibit B to this Agreement as “Beverly Hills BMW”, the Master
Servicer shall not permit Sonic Automotive (or any guarantor of all of the obligations under the Sonic Lease) (as each such term
is defined in the related Loan Agreement) to maintain insurance that is not in compliance with Sections 5.1.1 and 5.1.2 of the
Loan Agreement unless a Rating Agency Confirmation has been obtained, and (ii) each CREFI Mortgage Loan, the Master Servicer shall
not permit the related Borrower to maintain a “Non-Conforming Policy” (as such term is defined in the related Loan
Agreement) unless a Rating Agency Confirmation has been obtained. 






 

The
Master Servicer shall notify the Special Servicer, the Certificate Administrator, the Trustee and the Directing Holder if the
Master Servicer determines in accordance with the Servicing Standard that a Borrower under a Serviced Mortgage Loan has failed
to maintain insurance required under the Loan Documents and such failure materially and adversely affects the interests of the
Certificateholders or if a Borrower under a Serviced Mortgage Loan has notified the Master Servicer in writing that the Borrower
does not intend to maintain such insurance and that the Master Servicer has determined in accordance with the Servicing Standard
that such failure materially and adversely affects the interests of the Certificateholders.

 




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Subject
to Section 3.15(b) of this Agreement, with respect to each Serviced REO Property, the Special Servicer shall use reasonable
efforts and only if the Trustee has an insurable interest, consistent with the Servicing Standard, to maintain (subject to the
right of the  Special
Servicer to direct the Master Servicer to make a Servicing Advance for the costs associated with coverage that the Special Servicer
determines to maintain, in which case the Master Servicer shall make such Servicing Advance) with Qualified Insurers to the extent
reasonably available at commercially reasonable rates and to the extent the Trustee has an insurable interest, (a) a fire
and casualty extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is
at least equal to the lesser of the full replacement value of the Mortgaged Property or the Stated Principal Balance of the Mortgage
Loan, Serviced REO Loan or the Serviced Whole Loan, as applicable (or such greater amount of coverage required by the related
Loan Documents (unless such amount is not available or, if no Control Termination Event has occurred and is continuing, the Directing
Holder has consented to a lower amount)), but, in any event, in an amount sufficient to avoid the application of any co-insurance
clause, (b) a comprehensive general liability insurance policy with coverage comparable to that which would be required under
prudent lending requirements and in an amount not less than $1.0 million per occurrence, and (c) to the extent consistent
with the Servicing Standard, a business interruption or rental loss insurance covering revenues or rents for a period of at least
12 months; provided that the Special Servicer shall not be required in any event to maintain or obtain insurance coverage
described in this paragraph beyond what is reasonably available at a commercially reasonable rate and consistent with the Servicing
Standard, and in no case will any such insurance be an expense of the Special Servicer.

 

All
such insurance policies maintained as described above shall contain (if they insure against loss to property)
a “standard” mortgagee clause, with loss payable to the Master Servicer (on behalf of the Trustee on behalf
of Certificateholders and, with respect to a Serviced Whole Loan, the related Serviced Companion Loan Noteholders), or
shall name the Trustee as the insured, with loss payable to the Special Servicer on behalf of the Trustee (on behalf
of Certificateholders and, with respect to a Serviced Whole Loan, the related Serviced Companion Loan Noteholders) (in the
case of insurance maintained in respect of an REO Property).  Any amounts collected by the Master Servicer or
Special Servicer, as applicable, under any such policies (other than amounts to be applied to the restoration or repair of
the related Mortgaged Property or Serviced REO Property or amounts to be released to the related Borrower, in each case
in accordance with the Servicing Standard) shall be deposited in the Collection Account (or, in the case of the Serviced
Whole Loans, in the applicable Serviced Whole Loan Collection Account), subject to withdrawal pursuant to Section 3.06
of this Agreement, in the case of amounts received in respect of a Serviced Mortgage Loan and any related Serviced
Companion Loan, or in the applicable REO Account of the Special Servicer, subject to withdrawal pursuant to Section 3.15
of this Agreement, in the case of amounts received in respect of a Serviced REO Property.  Any cost incurred by
the Master Servicer or the Special Servicer in maintaining any such insurance shall not, for purposes hereof,
including calculating monthly distributions to Certificateholders or Serviced Companion Loan Noteholders, be added to the
Stated Principal Balance of the related Mortgage Loan or Serviced Whole Loan, notwithstanding that the terms of such Mortgage
Loan or Serviced Whole Loan so permit; provided that this sentence shall not limit the rights of the Master Servicer
or Special Servicer on behalf of the Trust Fund to enforce any obligations of the related Borrower under such Serviced
Mortgage Loan and any related Serviced Companion Loan.  Any costs incurred by the Master Servicer in maintaining any
such 

 


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 insurance policies
in respect of the Mortgage Loans or Specially Serviced Loans (other than REO Properties) (i) if the Borrower defaults on
its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance and will be charged to the related
Borrower and (ii) shall not, for purposes of
calculating monthly distributions to Certificateholders, be added to the Stated Principal Balance of the related Mortgage
Loan, notwithstanding that the terms of such Mortgage Loan so permit.  Any cost incurred by the Special Servicer in
maintaining any such insurance policies with respect to Serviced REO Properties shall be an expense of the Trust Fund (and in
the case of any Serviced Whole Loan, such expense shall be allocated in accordance with the allocation provisions of the
related Intercreditor Agreement) payable out of the related REO Account (or Serviced Whole Loan REO Account, as applicable)
or, if the amount on deposit therein is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (or
paid from the Collection Account if the Master Servicer determines such Advance would be a Nonrecoverable Advance, subject to Section 3.21(d)
of this Agreement).

 

(b)       
If either:

 

(x) the
Master Servicer or Special Servicer obtains and maintains, or causes to be obtained and maintained, a blanket policy or master
force-placed policy insuring against hazard losses on all of the Serviced Mortgage Loans and any related Serviced Companion Loans
or Serviced REO Properties, as applicable, then, to the extent such policy

 

(i)   
is obtained from a Qualified Insurer, and

 

(ii)  
provides protection equivalent to the individual policies otherwise required, or

 

(y) the
Master Servicer or the Special Servicer (or, in each case, its corporate parent), as applicable, has long-term unsecured debt
obligations or deposit accounts that are rated not lower than “A-” by Fitch and “A-” or its equivalent
by S&P and the Master Servicer or Special Servicer self-insures for its obligation to maintain the individual policies otherwise
required,

 

then
the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation to cause hazard insurance
to be maintained on the related Mortgaged Properties or Serviced REO Properties, as applicable.

 

Such
a blanket or master force-placed policy may contain a deductible clause (not in excess of a customary amount), in which case
the Master Servicer or Special Servicer, as the case may be, that maintains such policy shall, if there shall not have been maintained
on any Mortgaged Property securing a Serviced Mortgage Loan or Serviced REO Property thereunder a hazard insurance policy complying
with the requirements of Section 3.08(a) of this Agreement, and there shall have been one or more losses that would
have been covered by such an individual policy, promptly deposit into the Collection Account (or, in the case of a Serviced Whole
Loan, in the related Serviced Whole Loan Collection Account), from its own funds, the amount not otherwise payable under the blanket
or master force-placed policy in connection with such loss or losses because of such deductible clause to the extent that
any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan or the related Serviced Whole  


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Loan, as applicable (or, in the absence of any such deductible limitation, the deductible limitation for an individual policy
which is consistent with the Servicing Standard).  The Master Servicer and Special Servicer shall prepare and present, on
behalf of itself, the Trustee, Certificateholders
and, if applicable the Serviced Companion Loan Noteholders, claims under any such blanket or master force-placed policy maintained
by it in a timely fashion in accordance with the terms of such policy.  If the Master Servicer or Special Servicer, as applicable,
causes any Mortgaged Property securing a Serviced Mortgage Loan or Serviced REO Property to be covered by such “force-placed”
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or Serviced REO Property (i.e.,
other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or Serviced REO Property
is covered thereby) shall be paid as a Servicing Advance.

 

(c)       
With respect to each Serviced Mortgage Loan and any related Serviced Companion Loan that is subject to an Environmental Insurance
Policy, if the Master Servicer has actual knowledge of any event giving rise to a claim under an Environmental Insurance Policy,
the Master Servicer shall notify the Special Servicer to such effect and the Master Servicer shall take reasonable actions as
are in accordance with the Servicing Standard and the terms and conditions of such Environmental Insurance Policy to make a claim
thereunder and achieve the payment of all amounts to which the Trust is entitled thereunder.  With respect to each Specially
Serviced Loan and Serviced REO Property that is subject to an Environmental Insurance Policy, if the Special Servicer has actual
knowledge of any event giving rise to a claim under an Environmental Insurance Policy, such Special Servicer shall take reasonable
actions as are in accordance with the Servicing Standard and the terms and conditions of such Environmental Insurance Policy to
make a claim thereunder and achieve the payment of all amounts to which the Trust, on behalf of the Certificateholders and, if
applicable, the Serviced Companion Loan Noteholders (giving due regard to the junior nature of the related Subordinate Companion
Loan, if any), is entitled thereunder.  Any legal fees or other out-of-pocket costs incurred in accordance with the Servicing
Standard in connection with any claim under an Environmental Insurance Policy described above (whether by the Master Servicer
or Special Servicer) shall be paid by, and reimbursable to, the Master Servicer as a Servicing Advance.

 

(d)      
The Master Servicer and the Special Servicer shall at all times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement during which Specially Serviced Loans and/or Serviced REO Properties
as to which it is the Special Servicer are included in the Trust Fund) keep in force with a Qualified Insurer, a fidelity
bond in such form and amount as are consistent with the Servicing Standard.  The Master Servicer and Special Servicer, as
applicable, shall be deemed to have complied with the foregoing provision if an Affiliate thereof has such fidelity bond coverage
and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer and Special Servicer,
as the case may be.  Such fidelity bond shall provide that it may not be canceled without ten days’ prior written
notice to the Trustee.  So long as the long-term unsecured debt obligations or deposit accounts of the Master Servicer (or
its corporate parent if such insurance is guaranteed by its parent) or the Special Servicer (or its corporate parent), as applicable,
are rated not lower than “A-” by Fitch and “A-” or its equivalent by S&P), the Master Servicer or
the Special Servicer, as applicable, may self-insure with respect to the fidelity bond coverage required as described above, in
which case it shall not be required to maintain an insurance policy with respect to such coverage. 



 


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The
Master Servicer and Special Servicer, as applicable, shall at all times during the term of this Agreement (or, in the case
of the Special Servicer, at all times during the term of  this
Agreement during which Specially Serviced Loans and/or Serviced REO Properties exist as part of the Trust Fund) also keep in
force with a Qualified Insurer a policy or policies of insurance covering loss occasioned by the errors and omissions of its
officers and employees in connection with their servicing obligations hereunder, which policy or policies shall be in such
form and amount as are consistent with the Servicing Standard.  The Master Servicer or the Special Servicer, as
applicable, shall be deemed to have complied with the foregoing provisions if an Affiliate thereof has such insurance and, by
the terms of such policy or policies, the coverage afforded thereunder extends to the Master Servicer or Special Servicer, as
the case may be.  Any such errors and omissions policy shall provide that it may not be canceled without ten
days’ prior written notice to the Trustee.  So long as the long-term unsecured debt obligations or deposit
accounts of the Master Servicer (or its corporate parent if such insurance is guaranteed by its parent) or the Special
Servicer (or its corporate parent), as applicable, are rated not lower than “A-” by Fitch and “A-” or
its equivalent by S&P, the Master Servicer or the Special Servicer, as applicable, may self-insure with respect to the
errors and omissions coverage required as described above, in which case it shall not be required to maintain an insurance
policy with respect to such coverage.

 

Section 3.09  
Enforcement of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions.    (a)  If any Serviced
Mortgage Loan and any related Serviced Companion Loan contains a provision in the nature of a “due-on-sale” clause (including,
without limitation, sales or transfers of Mortgaged Properties (in full or part) or the sale, transfer, pledge or hypothecation
of direct or indirect interests in the Borrower or its owners), which by its terms:

 

(i)    
provides that such Serviced Mortgage Loan and any related Serviced Companion Loan will (or may at the mortgagee’s option)
become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property (including, without limitation,
the sale, transfer, pledge or hypothecation of direct or indirect interests in the Borrower or its owners),

 

(ii)   
provides that such Serviced Mortgage Loan and any related Serviced Companion Loan may not be assumed without the consent of the
related mortgagee in connection with any such sale or other transfer, or

 

(iii)  
provides that such Serviced Mortgage Loan and any related Serviced Companion Loan may be assumed or transferred without the consent
of the mortgagee, provided certain conditions set forth in the Loan Documents are satisfied,

 

then,
the Master Servicer (with respect to Performing Loans (other than Non-Serviced Mortgage Loans), to the extent such action is not
a Special Servicer Major Decision) or the Special Servicer (with respect to Specially Serviced Loans and, to the extent such action
is a Special Servicer Major Decision, Performing Loans (other than Non-Serviced Mortgage Loans)) shall determine, in each case
in a manner consistent with the Servicing Standard, on behalf of the Trustee as the mortgagee of record, whether to (a) exercise
any right it may have with respect to such Serviced Mortgage Loan or Serviced Whole Loan (x) to accelerate the payments thereon
or (y) to grant or withhold its consent to any sale or transfer, consistent with the Servicing Standard 

 

 


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or (b) waive any right to
exercise such rights; provided that, (i) with respect to such consent or
waiver of rights that is a Major Decision, prior to itself taking such an action, the Master Servicer or
the Special Servicer, as applicable, shall obtain, prior to the occurrence and continuance of a Control Termination
Event, the prior written consent (or deemed consent) of the Directing Holder pursuant to Section 6.07 (or
(A)(1) after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation
Termination Event and (2) other than with respect to any applicable Excluded Loan, upon consultation with the Directing
Holder and the Risk Retention Consultation Parties pursuant to Section 6.07 and
(B) after the occurrence and during the continuance of an Operating Advisor Consultation Event, upon consultation with the
Operating Advisor pursuant to Section 6.07 and (ii) the Master Servicer or the
Special Servicer processing such action, prior to consenting to such action, shall obtain, a Rating Agency Confirmation from
each Rating Agency with respect to the Certificates and Serviced Companion Loan Securities, if any, in the case of any such
Mortgage Loan that (1) represents more than 5% of the aggregate Stated Principal Balance of the Mortgage Loans
then outstanding and has a Stated Principal Balance of at least $10,000,000, (2) has a Stated Principal Balance that is more
than $35,000,000, (3) represents one of the ten largest Mortgage Loans or groups of cross-collateralized Mortgage Loans based
on Stated Principal Balance and has a Stated Principal Balance of at least $10,000,000, or (4) is a Mortgage Loan as to
which the related Serviced Companion Loan (A) represents one of the ten largest mortgage loans in the related Other
Securitization based on outstanding principal balance and has an outstanding principal balance of at least $10,000,000, (B)
represents more than 5% of the aggregate outstanding principal balance of the mortgage loans then outstanding in the related
Other Securitization and has an outstanding principal balance of at least $10,000,000 or (C) has an outstanding principal
balance that is more than $35,000,000 (provided that the Master Servicer or
Special Servicer, as applicable, shall be entitled to request and reasonably rely upon the written notification provided by
the master servicer, special servicer, trustee or certificate administrator of the applicable Other Securitization as
to whether any condition in clause (4)(A) or (B) is met, or if no timely response is received, entitled to reasonably rely
on the most recent CREFC® reports related to the applicable Other Securitization).

 

The
Master Servicer or the Special Servicer processing such action shall notify the Trustee, the Certificate Administrator, the
Directing Holder and the Master Servicer or the Special Servicer, as applicable, that any such assumption or substitution
agreement has been completed by forwarding to the Custodian (with a copy to the Master Servicer, the Certificate
Administrator, the Trustee and the Directing Holder, as applicable) the original copy of such agreement, which copies shall
be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same
extent as all other documents and instruments constituting a part thereof.  To the extent not precluded by the Loan
Documents, neither the Master Servicer nor the Special Servicer shall approve an assumption or substitution without requiring
the related Borrower to pay any fees owed to the Rating Agencies associated with the approval of such assumption or
substitution.  However, if the related Borrower is required but fails to pay such fees, such fees shall be an expense of
the Trust Fund (and in the case of any Serviced Whole Loan, such expense shall be allocated in accordance with the allocation
provisions of the related Intercreditor Agreement); provided that in the case of a
Serviced Whole Loan the Master Servicer shall be required, after receiving payment from amounts on deposit in the Collection
Account, if any, to (i) promptly notify the holder of the related Companion Loan and (ii) use commercially
reasonable efforts to exercise on behalf of the 

 


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Trust Fund the rights of the Trust Fund under the related
Intercreditor Agreement to obtain reimbursement
                                         for a pro rata portion of such amount allocable
                                         to the related Companion Loan from the holders of such Companion Loan.

 

Notwithstanding
anything herein to the contrary, with respect to any applicable Excluded Loan relating to the Directing Holder (regardless of
whether an Operating Advisor Consultation Event has occurred and is continuing), the Master Servicer or the Special Servicer,
as applicable, shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving
proposed Major Decisions that it is processing and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in Section 6.07 for consulting with the Operating Advisor.


 

(b)       
If any Serviced Mortgage Loan and any related Serviced Companion Loan contains a provision in the nature of a “due-on-encumbrance”
clause, which by its terms:

 

(i)        
provides that such Serviced Mortgage Loan and any related Serviced Companion Loan shall (or may at the mortgagee’s option)
become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property or any direct or indirect
ownership interest in the borrower (including, unless specifically permitted, any mezzanine financing of the Borrower or the Mortgaged
Property or any sale or transfer of preferred equity in the Borrower or its owners),

 

(ii)       
requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property
(including, without limitation, any mezzanine financing of the Borrower or the Mortgaged Property or any sale or transfer of preferred
equity in the Borrower or its owners), or

 

(iii)     
provides that such Mortgaged Property may be further encumbered without the consent of the mortgagee (including, without limitation,
any mezzanine financing of the Borrower or the Mortgaged Property or any sale or transfer of preferred equity in the Borrower
or its owners), provided certain conditions set forth in the Loan Documents are satisfied,

 

then,
the Master Servicer (with respect to Performing Loans (other than Non-Serviced Mortgage Loans), to the extent such action is
not a Special Servicer Major Decision) or the Special Servicer (with respect to Specially Serviced Loans and, to the extent
such action is a Special Servicer Major Decision, Performing Loans (other than Non-Serviced Mortgage Loans)) shall determine,
in each case in a manner consistent with the Servicing Standard, on behalf of the Trustee as the mortgagee of record, whether
to (a) exercise any right it may have with respect to such Serviced Mortgage Loan or Serviced Whole Loan (x) to accelerate
the payments thereon or (y) to withhold its consent to the creation of any additional lien or other encumbrance, consistent
with the Servicing Standard or (b) grant or waive its right to exercise such rights; provided
that, (i) with respect to such consent or waiver of rights that is a Major Decision, prior to itself taking such an action,
the Master Servicer or the Special Servicer, as applicable, shall obtain, prior to the occurrence and continuance of a
Control Termination Event, the prior written consent (or deemed consent) of the Directing Holder pursuant to Section 6.07
(or (A)(1) after the occurrence   


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and during the continuance of a Control Termination Event, but prior to a
Consultation Termination
Event and (2) other than with respect to any applicable Excluded Loan, upon consultation with the Directing Holder and the Risk
Retention Consultation Parties pursuant to Section 6.07 and (B) after the occurrence
and during the continuance of an Operating Advisor Consultation Event, upon consultation with the Operating Advisor pursuant to
Section 6.07 and (ii) the Master Servicer or the Special Servicer processing such
action, prior to consenting to such action, shall obtain, a Rating Agency Confirmation from each Rating Agency with respect to
the Certificates and Serviced Companion Loan Securities, if any, in the case of any such Mortgage Loan that (1) represents more
than 2% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding, (2) has a Stated Principal Balance that
is more than $35,000,000, (3) represents one of the ten largest Mortgage Loans or groups of cross-collateralized Mortgage Loans
based on Stated Principal Balance, (4) has an aggregate loan-to-value ratio (including any existing and proposed additional debt)
that is equal to or greater than 85%, (5) has an aggregate Debt Service Coverage Ratio (in each case, determined based upon the
aggregate of the Stated Principal Balance of the related Mortgage Loan, any existing additional debt and the principal amount
of the proposed additional lien) that is less than 1.20x or (6) is a Mortgage Loan as to which the related Serviced Companion
Loan (A) represents one of the ten largest mortgage loans in the related Other Securitization based on outstanding principal balance,
(B) represents more than 2% of the aggregate outstanding principal balance of the mortgage loans then outstanding in the related
Other Securitization or (C) has an outstanding principal balance that is more than $35,000,000 (provided that the Special
Servicer shall be entitled to request and reasonably rely upon the written notification provided by the master servicer, special
servicer, trustee or certificate administrator of the applicable Other Securitization as to whether any condition in clause (6)(A)
or (B) is met, or if no timely response is received, entitled to reasonably rely on the most recent CREFC® reports
related to the applicable Other Securitization); provided that with respect to clauses (1), (3), (4) and (5), such Mortgage
Loan shall have a Stated Principal Balance of at least $10,000,000 for the requirement of a Rating Agency Confirmation to apply.

 

The
Master Servicer or the Special Servicer processing such action shall notify the Trustee, the Certificate Administrator, the Directing
Holder and the Master Servicer or the Special Servicer, as applicable, that the creation of any lien or other encumbrance has
been completed by forwarding to the Custodian (with a copy to the Master Servicer, the Certificate Administrator, the Trustee
and the Directing Holder, as applicable) the original copy (if available, and otherwise, a copy) of the document creating such
lien or encumbrance, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part
of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof.  To the extent
not precluded by the Loan Documents, neither the Master Servicer nor the Special Servicer shall approve the creation of any lien
or other encumbrance without requiring the related Borrower to pay any fees owed to the Rating Agencies associated with the approval
of such lien or encumbrance.  However, if the related Borrower is required but fails to pay such fees, such fees shall be
an expense of the Trust Fund (and in the case of any Serviced Whole Loan, such expense shall be allocated in accordance with the
allocation provisions of the related Intercreditor Agreement); provided that in the case
of a Serviced Whole Loan the Master Servicer shall be required, after receiving payment from amounts on deposit in the Collection
Account, if any, to (i) promptly notify the holder of the related Companion Loan and (ii) use commercially reasonable
efforts to exercise on behalf of the Trust Fund the rights of the Trust 


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 Fund under the
related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such
amount allocable to the related Companion Loan from the holders of such Companion Loan.

 

Notwithstanding
anything herein to the contrary, with respect to any applicable Excluded Loan relating to the Directing Holder (regardless of
whether an Operating Advisor Consultation Event has occurred and is continuing), the Master Servicer or the Special Servicer,
as applicable, shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving
proposed Major Decisions that it is processing and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in Section 6.07 for consulting with the Operating Advisor.


 

(c)       
Notwithstanding any other provision of this Agreement, neither the Master Servicer nor the Special Servicer may waive its rights
or grant its consent under any “due-on-sale” or “due-on-encumbrance” clause relating to any Mortgage Loan
without, if no Control Termination Event has occurred and is continuing, the consent of the Directing Holder.  The Directing
Holder shall have 10 Business Days (or longer period provided by the related Intercreditor Agreement) after receipt of notice
along with the Special Servicer’s recommendation and analysis with respect to such waiver and any additional information
the Directing Holder may reasonably request from the Special Servicer of a proposed waiver or consent under any “due-on-sale”
or “due-on-encumbrance” clause in which to grant or withhold its consent (provided that if the Special
Servicer fails to receive a response to such notice from the Directing Holder in writing within such period, then the Directing
Holder shall be deemed to have consented to such proposed waiver or consent).

 

(d)      
The Master Servicer and the Special Servicer, as applicable, shall provide copies of any waivers it effects pursuant to Section 3.09(a) or (b) of this Agreement to the other party, the 17g-5 Information Provider (who shall promptly post such waivers to
the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) and the related Other
17g-5 Information Provider (if any) with respect to each Mortgage Loan or Serviced Whole Loan.

 

(e)       
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.

 

(f)       
In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, the Special Servicer
shall not agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) of this Agreement shall contain any terms that are different from, any term of any Serviced Mortgage Loan and any related
Serviced Companion Loan or the related Mortgage Note, other than pursuant to Section 3.26 hereof, as applicable.

 


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(g)       
                                         With respect to any Serviced Mortgage Loan and any related Serviced Companion Loan which
                                         permits release of Mortgaged Properties through defeasance:

 

(i)        
Subject to the consent rights and processes set forth in Section 6.07 with respect
to Major Decisions, the Master Servicer shall process all defeasances of Serviced Mortgage Loans and Serviced Companion Loans
in accordance with the terms of the related Loan Documents, and shall be entitled to any defeasance fees paid relating thereto
(provided that for the avoidance of doubt, any such defeasance fee shall not include the Special Servicer’s
portion of any Modification Fees or waiver fees in connection with a defeasance that the Special Servicer is entitled to under
this Agreement).


 

(ii)       
If such Serviced Mortgage Loan and any related Serviced Companion Loan requires that the lender purchase the required
government securities, then the Master Servicer shall purchase, or shall cause the purchase of, such obligations on behalf of
the Trust, at the related Borrower’s expense, in accordance with the terms of such Mortgage Loan; provided that
the Master Servicer shall not accept the amounts paid by the related Borrower to effect defeasance until
acceptable government securities have been identified.

 

(iii)     
To the extent not inconsistent with such Mortgage Loan or Serviced Whole Loan, the Master Servicer shall require the related Borrower
to provide an Opinion of Counsel (which shall be an expense of the related Borrower) to the effect that the Trustee has a first
priority perfected security interest in the defeasance collateral (including the government securities) and the assignment of
the defeasance collateral 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 each Rating Agency.

 

(iv)     
To the extent not inconsistent with such Mortgage Loan or Serviced Whole Loan, the Master Servicer shall require a certificate
at the related Borrower’s expense from an Independent certified public accountant certifying to the effect that the government
securities will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on
such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Loan Documents.

 

(v)       
Prior to permitting the release of any Mortgaged Property through defeasance, the Master Servicer shall obtain, at the related
Borrower’s expense, a Rating Agency Confirmation; provided that the Master Servicer
shall not be required to obtain such Rating Agency Confirmation from any Rating Agency if such Mortgage Loan at the time of such
defeasance is not (x) a Mortgage Loan that (together with any Mortgage Loans cross-collateralized with such Mortgage Loan)
is one of the ten largest Mortgage Loans by Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance
equal to or greater than $35,000,000 or (z) a Mortgage Loan that represents 5% or more of the Stated Principal Balance of all
Mortgage Loans.

 

(vi)     
Prior to permitting release of any Mortgaged Property through defeasance, the Master Servicer shall require an Opinion of Counsel
to the effect that such release will not cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates

 


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are
outstanding or cause a tax to be imposed on the Trust Fund under the REMIC Provisions; provided that
to the extent not inconsistent with the Mortgage Loan or Serviced Whole Loan, the related Borrower shall pay the cost related
to the Opinion of Counsel (and shall otherwise be a Servicing Advance).

 

(vii)
     No defeasance shall occur on or prior to the second anniversary of the Startup Day of the Trust REMICs, or in the case of any
Companion Loan, the later of the second anniversary of the Startup Day of the Trust REMICs and the second anniversary of
the startup day of any REMIC holding such Companion Loan.


 

(viii)    
The Trustee shall at the expense of the related Borrower (to the extent not inconsistent with the related Loan Documents) hold
the U.S. government securities as pledgee for the benefit of the Certificateholders and, if applicable, the Serviced Companion
Loan Noteholders, and the Certificate Administrator shall apply payments of principal and interest received on the government
obligations to the Collection Account (or Serviced Whole Loan Collection Account) in respect of the defeased Mortgage Loan or
Serviced Whole Loan according to the payment schedule existing immediately prior to the defeasance.

 

(ix)      
The Master Servicer shall, in accordance with the Servicing Standard, enforce provisions in the Mortgage Loans that it is servicing
requiring Borrowers to pay all reasonable expenses associated with a defeasance.

 

(x)       
To the extent not inconsistent with such Mortgage Loan, or to the extent the related Loan Documents provide the lender with discretion,
the Master Servicer shall require a single purpose entity, formed solely for the purpose of owning and pledging the government
securities related to one or more of the Mortgage Loans, to act as a successor borrower.

 

(xi)      
The Master Servicer may accept as defeasance collateral of any “government security,” within the meaning of Treasury
Regulation’s Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Loan Documents;
provided that the Master Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will
not cause an Adverse REMIC Event.

 

(xii)      
Neither the Master Servicer nor the Special Servicer shall charge a fee for defeasance in excess of that permitted under the Loan
Documents in the event that the Loan Documents provide for such a fee limitation.

 

(h)       
When the Special Servicer’s consent is requested under this Section 3.09, such consent shall be deemed given
15 Business Days (or such longer time period pursuant to the terms of the related Intercreditor Agreement but not less than five
(5) Business Days after the time period set forth therein for Directing Holder approval) after receipt (unless earlier objected
to) by the Special Servicer from the Master Servicer of the Master Servicer’s written analysis and recommendation with
respect to such proposed action together with such other information reasonably requested by the Special Servicer.

  


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Section 3.10 
 Appraisals; Realization upon Defaulted Loans.    (a)  Other than with respect to a
Non-Serviced Mortgage Loan, contemporaneously with the earliest of (i) the effective date of any (A) modification
of the Maturity Date or extended Maturity Date, a Mortgage Rate, principal balance or amortization terms of any Mortgage Loan
or Serviced Whole Loan or any other term of a Mortgage Loan or Serviced Whole Loan, (B) extension of the Maturity Date
or extended Maturity Date of a Mortgage Loan or Serviced Whole Loan as described below in Section 3.26 of this
Agreement, or (C) consent to the release of any Mortgaged Property from the lien of the related Mortgage other than
pursuant to the terms of the related Mortgage Loan or Serviced Whole Loan, (ii) the occurrence of an Appraisal
Reduction Event, (iii) a default in the payment of a Balloon Payment for which an extension is not granted, or
(iv) the date on which the Special Servicer, consistent with the Servicing Standard, requests an Updated Valuation, the
Special Servicer shall use commercially reasonable efforts to obtain an Updated Valuation (or a letter update for an existing
appraisal which is less than two years old) within 60 days of such request, the cost of which shall constitute a
Servicing Advance; provided that the Special Servicer shall not be required to obtain an Updated Valuation pursuant to
clauses (i) through (iv) above with respect to any Mortgaged Property for which there exists an Appraisal, Updated
Appraisal or Small Loan Appraisal Estimate which is less than nine months old unless the Special Servicer has actual
knowledge of a material adverse change in circumstances that, consistent with the Servicing Standard, would call into
question the validity of such Appraisal, Updated Appraisal or Small Loan Appraisal Estimate.  For so long as
such Mortgage Loan or Serviced Whole Loan is a Specially Serviced Loan, (i) the Special Servicer shall, within 30 days
of the end of each 9-month period following the related Appraisal Reduction Event, use commercially reasonable efforts to
order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall constitute a Servicing Advance and
(ii) the Master Servicer shall recalculate the Appraisal Reduction Amount prior to the Special Servicer granting
extensions beyond one year or any subsequent extension after granting a one year extension with respect to the same Mortgage
Loan or Serviced Whole Loan.  Subject to any required consent from the Directing Holder and consultation with the Risk
Retention Consultation Parties and Operating Advisor pursuant to Section 6.07,
nothing herein is intended to limit the Special Servicer’s ability to pursue multiple strategies contemporaneously if
the Special Servicer deems such actions appropriate under the Servicing Standard.  The Special Servicer shall update, in
accordance with the timing described above, each Small Loan Appraisal Estimate or Updated Appraisal for so long as an
Appraisal Reduction Event exists with respect to the related Mortgage Loan or Serviced Whole Loan and the Master Servicer
shall recalculate the Appraisal Reduction Amount based on such updated Small Loan Appraisal Estimate or Updated Appraisal and
receipt of information reasonably requested by the Master Servicer from the Special Servicer to the extent such information
is in the possession of (or reasonably obtainable at no additional expense by) the Special Servicer, reasonably necessary to
calculate the Appraisal Reduction Amount.  The Special Servicer shall send all such letter updates and Updated
Valuations to the Master Servicer, the Trustee, the Operating Advisor, the 17g-5 Information Provider (who shall promptly
post such materials to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this
Agreement), the related Serviced Companion Loan Noteholder (if any), the Risk Retention Consultation Parties and, for so long
as no Consultation Termination Event has occurred and is continuing, the Directing Holder.

 

The
Special Servicer shall monitor each Specially Serviced Loan, evaluate whether the causes of the default can be corrected over
a reasonable period without significant 

 


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impairment
of the value of the related Mortgaged Property, initiate corrective action in cooperation with the Borrower if, in the Special
Servicer’s judgment, cure is likely, and take such other actions (including without limitation, negotiating and accepting
a discounted payoff of a Mortgage Loan or Serviced Whole Loan) as are consistent with the Servicing Standard.  If, in the
Special Servicer’s judgment, such corrective action has been unsuccessful, no satisfactory arrangement can be made for
collection of delinquent payments, and the Specially Serviced Loan has not been released from the Trust Fund pursuant to any provision
hereof, and except as otherwise specifically provided in Section 3.09(a) and 3.09(b) of this Agreement, the
Special Servicer may, to the extent consistent with the Asset Status Report (and with the consent of the Directing Holder, if
no Control Termination Event has occurred and is continuing, and after consultation with each of the Risk Retention Consultation
Parties pursuant to Section 6.07) and with the Servicing Standard, accelerate such
Specially Serviced Loan and commence a foreclosure or other acquisition with respect to the related Mortgaged Property or Properties,
provided that the Special Servicer determines that such acceleration and foreclosure
are more likely to produce a greater recovery to Certificateholders and, if applicable, Serviced Companion Loan Noteholders (as
a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders, constituted a single
lender) (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate
nature of such Subordinate Companion Loan) on a present value basis (discounting at the related Calculation Rate) than would a
waiver of such default or an extension or modification in accordance with the provisions of Section 3.26 hereof. 
In connection with causing the Trust to foreclose on collateral that consists of multiple properties held for sale to customers
by the related Borrower (such as unsold condominium units in a single project), the Special Servicer directing such foreclosure
shall consider the effect of the bidding price for the properties on the tax basis of such properties if such properties are likely
to be treated in the hands of the Trust as properties held for sale to customers.  The Master Servicer shall pay the costs
and expenses in any such proceedings as a Servicing Advance unless the Master Servicer or the Special Servicer, as applicable,
determines, in its good faith judgment, that such Servicing Advance would constitute a Nonrecoverable Advance; provided that, if such Servicing Advance would constitute a Nonrecoverable Advance but the Special Servicer determines that
such payment would be in the best interests of the Certificateholders and, if applicable, Serviced Companion Loan Noteholders
(as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable, constituted a single
lender (and with respect to any Serviced Whole Loan with a related Serviced Subordinate Companion Loan, taking into account the
subordinate nature of such Serviced Subordinate Companion Loan) (with the Master Servicer permitted to conclusively rely upon
any such determination by the Special Servicer), the Special Servicer shall direct the Master Servicer to make such payment from
the Collection Account (or, if applicable, the applicable Serviced Whole Loan Collection Account), which payment shall be an Additional
Trust Fund Expense.  The Trustee shall be entitled to conclusively rely upon any determination of the Master Servicer or
Special Servicer that a Servicing Advance, if made, would constitute a Nonrecoverable Advance.  If the Master Servicer does
not make such Servicing Advance in violation of the second preceding sentence, the Trustee shall make such Servicing Advance,
unless the Trustee determines that such Servicing Advance would be a Nonrecoverable Advance.  The Master Servicer and the
Trustee, as applicable, shall be entitled to reimbursement of Servicing Advances (with interest at the Reimbursement Rate) made
pursuant to this paragraph to the extent permitted by Section 3.06 of this Agreement.

 


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(b)       
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 Borrower or
any other liable party if (i) the laws of the state do not permit such a deficiency judgment after a non-judicial foreclosure
or (ii) if the Special Servicer determines, in its best judgment, 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 and the Certificate Administrator.


 


(c)       
In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate
of sale shall be issued to the Trustee (on behalf of the Trust Fund), or to its nominee (which shall not include the Special Servicer)
or a separate Trustee or co-Trustee on behalf of the Trustee as Holder of the Lower-Tier Regular Interests and the Certificateholders
and, if applicable, the Serviced Companion Loan Noteholders.  Notwithstanding any such acquisition of title and cancellation
of the related Mortgage Loan or Serviced Whole Loan, as applicable, such Mortgage Loan or Serviced Whole Loan, as applicable,
shall (except for purposes of Section 9.01 of this Agreement) be considered to be a Serviced REO Loan until such time
as the related Serviced REO Property shall be sold by the Trust Fund and shall be reduced only by collections net of expenses. 
Consistent with the foregoing, for purposes of all calculations hereunder, so long as such Mortgage Loan or Serviced Whole Loan,
as applicable, shall be considered to be an outstanding Mortgage Loan or Serviced Whole Loan, as applicable:

 

(i)        
it shall be assumed that, notwithstanding that the indebtedness evidenced by the related Mortgage Note shall have been discharged,
such Mortgage Note and, for purposes of determining the Stated Principal Balance thereof, the related amortization schedule in
effect at the time of any such acquisition of title shall remain in effect; and

 

(ii)  
     subject to Section 1.02(g) of this Agreement, Net REO Proceeds received in any month
shall be applied to amounts that would have been payable under the related Mortgage Note(s) in accordance with the terms of such
Mortgage Note(s) and any applicable Intercreditor Agreement.  In the absence of such terms, Net REO Proceeds shall, subject
to Section 1.02(g) of this Agreement, be deemed to have been received first,
in payment of the accrued interest that remained unpaid on the date that the related Serviced REO Property was acquired by the
Trust Fund; second, in respect of the delinquent principal installments that remained
unpaid on such date; and thereafter, Net REO Proceeds received in any month shall be
applied to the payment of installments of principal and accrued interest on such Mortgage Loan or Serviced Companion Loan, as
applicable, deemed to be due and payable in accordance with the terms of such Mortgage Note(s) and such amortization schedule
until such principal has been paid in full and then to other amounts due under such Mortgage Loan or Serviced Companion Loan,
as applicable.  If such Net REO Proceeds exceed the Periodic Payment then payable, the excess shall be treated as a Principal
Prepayment received in respect of such Mortgage Loan or Serviced Companion Loan, as applicable.

 


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(d)       
Notwithstanding any provision herein 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 incident to real property (within the meaning of Section 856(e)(l) of the Code) 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 Lower-Tier
REMIC) to the effect that the holding of such personal property by the Lower-Tier REMIC will not cause the imposition of
a tax on any Trust REMIC under the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time that any
Certificate is outstanding (and such Opinion of Counsel may be premised on the designation hereby of any such personal property
as being deemed part of an “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h))
with the owner of such personal property for federal income tax purposes to be designated at such time).


 

(e)       
Notwithstanding any provision to the contrary in this Agreement, the Special Servicer shall not, on behalf of the Trust Fund,
obtain title to any direct or indirect partnership interest or other equity interest in any Borrower pledged pursuant to any pledge
agreement unless the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense
of the Trust Fund (and in the case of any Serviced Whole Loan, such expense shall be allocated in accordance with the allocation
provisions of the related Intercreditor Agreement)) to the effect that the holding of such partnership interest or other equity
interest by the Trust Fund will not cause the imposition of a tax on any Trust REMIC under the REMIC Provisions or cause any Trust
REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.


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(f)     
       Notwithstanding any provision to the contrary contained in this Agreement, the Special Servicer shall not cause the Trustee, on behalf of the Trust Fund, to obtain title to a Mortgaged Property as a result of or in lieu of foreclosure or otherwise, to obtain title to any direct or indirect partnership interest in any Borrower pledged pursuant to a pledge agreement and thereby be the beneficial owner of a Mortgaged Property, have a receiver of rents appointed with respect to, and shall not otherwise cause the Trustee to acquire possession of, or take any other action with respect to, any Mortgaged Property if, as a result of any such action, the Trustee, for the Trust Fund, the Certificateholders or Serviced Companion Loan Noteholders, if applicable, would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of 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 (which report shall be an expense of the Trust), performed within six months prior to any such acquisition of title or other action that:

 

(i)     
       such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant, that it would be in the best economic interest of the Certificateholders (and with respect to the Serviced Whole Loans, the Serviced Companion Loan Noteholders), as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with a related Serviced Subordinate Companion Loan, taking into account the subordinate nature of such Serviced Subordinate Companion Loan), 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 Certificateholders (and with respect to any Serviced Whole Loan, the Serviced Companion Loan
holders), as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan holders constituted
a single lender (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account
the subordinate nature of such Subordinate Companion Loan), to take such actions with respect to the affected Mortgaged
Property.

 

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, if


 




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applicable, the Serviced Companion Loan Noteholders.  Any such tests shall be deemed part of the environmental assessment obtained by the Special Servicer for purposes of this Section 3.10.

 

(g)     
     The environmental assessment contemplated by Section 3.10(f) of this Agreement shall be
prepared within three months (or as soon thereafter as practicable) 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.  Upon the
written direction of the Special Servicer and delivery by the Special Servicer to the Master Servicer of pertinent back-up
information the Master Servicer shall advance the cost of preparation of such environmental assessments as a Servicing
Advance unless the Master Servicer determines, in its good faith judgment, that such Servicing Advance would be a
Nonrecoverable Advance.  The Master Servicer shall be entitled to reimbursement of Servicing Advances (with interest at
the Reimbursement Rate) made pursuant to the preceding sentence to the extent permitted by Section 3.06. 
The Special Servicer shall provide written reports and a copy of any environmental assessments in electronic format to the
Directing Holder (if no Consultation Termination Event has occurred and is continuing), the Risk Retention Consultation
Parties, the Operating Advisor, the Master Servicer, the related Serviced Companion Loan Noteholder (if any) and the 17g-5
Information Provider (who shall promptly post such materials to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement), monthly regarding any actions taken by the Special Servicer with respect to any Mortgaged Property
securing a Defaulted Loan or defaulted Serviced Companion Loan as to which the environmental testing contemplated by Section 3.10(f)
of this Agreement has revealed that either of the conditions set forth in clauses (i) and (ii) of the first
sentence thereof has not been satisfied, in each case until the earlier to occur of (i) satisfaction of both such
conditions, (ii) repurchase of the related Mortgage Loan by the Mortgage Loan Seller or (iii) release of the lien
of the related Mortgage on such Mortgaged Property.

 

(h)          
If the Special Servicer determines pursuant to Section 3.10(f)(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 with respect
to the Serviced Whole Loans, the Serviced Companion Loan Noteholders), as a collective whole as if such Certificateholders and,
if applicable, Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with
a related Serviced Subordinate Companion Loan, taking into account the subordinate nature of such Serviced Subordinate Companion
Loan), 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(f)(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 with respect to the Serviced
Whole Loans, the Serviced Companion Loan Noteholders), as a collective whole as if such Certificateholders and, if applicable,
Serviced Companion Loan Noteholders constituted a single lender  (and with respect to any Serviced Whole Loan with a related
Serviced Subordinate Companion Loan, taking into account the subordinate nature of such Serviced Subordinate Companion Loan),
to take such action with respect to the containment, clean-up or remediation of Hazardous Materials affecting such Mortgaged Property
as is required by law or regulation, the Special Servicer shall (with the consent of the Directing Holder (if no Control Termination
Event has occurred and is continuing) and after consultation with the Risk Retention 


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Consultation Parties and the Operating Advisor pursuant to Section 6.07) take such action as it deems to be in the best economic interest of the Trust Fund (and with respect to the Serviced Whole Loans, the Serviced Companion Loan Noteholders), as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender  (and with respect to any Serviced Whole Loan with a related Serviced Subordinate Companion Loan, taking into account the subordinate nature of such Serviced Subordinate Companion Loan), but only if the Certificate Administrator has mailed notice to the Holders of the Regular Certificates and the related Serviced Companion Loan Noteholders of such proposed action, which notice shall be prepared by the Special Servicer, and only if the Certificate Administrator does not receive, within 30 days of such notification, instructions from the Holders of Regular Certificates entitled to a majority of the Voting Rights and, with respect to Serviced Whole Loans, the applicable Serviced Companion Loan Noteholders directing the Special Servicer not to take such action.  Notwithstanding the foregoing, if the Special Servicer reasonably determines that it is likely that within such 30-day period irreparable environmental harm to such Mortgaged Property would result from the presence of such Hazardous Materials and provides a prior written statement to the Trustee and the Certificate Administrator setting forth the basis for such determination, then the Special Servicer may take or cause to be taken such action to remedy such condition as may be consistent with the Servicing Standard.  None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall be obligated to take any action or not take any action pursuant to this Section 3.10(g) at the direction of the Certificateholders or with respect to any Serviced Whole Loan, at the direction of the Certificateholders and the related Serviced Companion Loan Noteholders unless the Certificateholders and, with respect to any Serviced Companion Loan, the Serviced Companion Loan Noteholders agree to indemnify the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer with respect to such action or inaction.  The Master Servicer shall advance the cost of any such compliance, containment, clean-up or remediation as a Servicing Advance unless the Master Servicer determines, in its good faith judgment, that such Advance would constitute a Nonrecoverable Advance.

 

(i)     
       The Special Servicer shall notify the Master Servicer of any Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced Mortgage Loan) which is abandoned or foreclosed that requires 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 Serviced Mortgage Loan and any related Serviced Companion Loan which is abandoned or foreclosed and the Master Servicer shall report to the IRS and the related Borrower, in the manner required by applicable law, such information and the Master Servicer shall report, via Form 1099C or Form 1099A, all forgiveness of indebtedness to the extent such information has been provided to the Master Servicer by the Special Servicer.  The Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.

 

(j)     
       The costs of any Updated Valuation obtained pursuant to this Section 3.10  shall
be paid by the Master Servicer as a Servicing Advance and shall be reimbursable from the Collection Account or, with respect to
the Serviced Whole Loans, first, from the applicable Serviced Whole Loan Collection Account and second, to the extent
amounts in the Serviced Whole Loan Collection Accounts are insufficient therefor, from the Collection Account in accordance with
Section 3.06(a); provided that the Master Servicer shall, after receiving payment from amounts on deposit in
the Collection Account, if any, (i) promptly notify the related 


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Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders.

 

Section 3.11   Custodian to Cooperate; Release of Mortgage Files.    Upon the payment in full of any Mortgage Loan or Serviced Whole Loan, or the receipt by the Master Servicer of a notification that payment in full has been escrowed in a manner customary for such purposes, the Master Servicer shall immediately notify the Custodian by 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 or the applicable Serviced Whole Loan Collection Account, as applicable, 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 related Mortgage File.  Any expense incurred in connection with any instrument of satisfaction or deed of reconveyance that is not paid by the related Borrower shall be chargeable to the Trust Fund.  The Master Servicer agrees to use reasonable efforts in accordance with the Servicing Standard to enforce any provision in the relevant Loan Documents that require the Borrower to pay such amounts.  No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be an expense of the Custodian.

 

From time to time upon request of the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Custodian shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release to the Master Servicer or the Special Servicer, as applicable.  Upon return of the foregoing to the Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or the Serviced Whole Loan into a Serviced REO Property, or in the event of a substitution of a Mortgage Loan pursuant to Section 2.03 of this Agreement, or receipt by the Custodian of a certificate of a Servicing Officer stating that such Mortgaged Property 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 or the applicable Serviced Whole Loan Collection Account, as applicable, have been so deposited, or that such Mortgage Loan or Serviced Whole Loan has become a Serviced REO Property, or that the Master Servicer has received a Qualified Substitute Mortgage Loan and the applicable Substitution Shortfall Amount, the Custodian shall deliver a copy of the Request for Release to the Master Servicer or the Special Servicer, as applicable.  If from time to time, pursuant to the terms of the applicable Intercreditor Agreement or Other Pooling and Servicing Agreement, and as appropriate for enforcing the terms of the related Non-Serviced Mortgage Loan, the Other Servicer or the Other Special Servicer requests delivery to it of the original Mortgage Note by providing the Trustee and the Custodian a Request for Release, then the Custodian shall release or cause the release of such original Mortgage Note to the Other Servicer or the Other Special Servicer or its designee.

 

Within five (5) Business Days (or, in case of an emergency, within such shorter period as is reasonable under the circumstances) after receipt of a written certification of a Servicing Officer, the Trustee shall execute and deliver to the Master Servicer (with respect to Performing Loans) and the Special Servicer (with respect to Specially Serviced Loans and REO Loans) any court pleadings, requests for a trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys, necessary to the foreclosure or trustee’s sale in respect 




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of a Mortgaged Property or to any legal action brought to obtain judgment against any Borrower on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity.  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, that the proposed action is consistent with the Servicing Standard and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.

 

With respect to each Servicing Shift Whole Loan, on and after the related Servicing Shift Securitization Date, if pursuant to the related Intercreditor Agreement and the related Other Pooling and Servicing Agreement, and as appropriate for enforcing the terms of such Servicing Shift Whole Loan, as applicable, the related Other Servicer requests in writing delivery to it of the related original Note, then the Custodian shall release or cause the release of such related original Note to the related Other Servicer or its designee.

 

Section 3.12
  Servicing Fees, Certificate Administrator/Trustee Fees and Special Servicing Compensation.   
(a)   As compensation for its activities hereunder, the Master Servicer shall be entitled to the Servicing Fee with
respect to each Mortgage Loan and Serviced Companion Loan.  The Master Servicer’s rights to the Servicing Fee may
not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s
responsibilities and obligations under this Agreement or as provided in the second succeeding paragraph with respect to the
Excess Servicing Fee.

 

In
addition, the Master Servicer shall be entitled to receive, as additional Servicing Compensation, to the extent not prohibited
by applicable law and the related Loan Documents and any related Intercreditor Agreement, (i) all investment income earned
on amounts on deposit in the Collection Account (and with respect to each Serviced Whole Loan, the related Serviced Whole Loan
Collection Account) and certain Reserve Accounts (to the extent consistent with the related Loan Documents); (ii) any Net
Default Interest and any other Penalty Charges collected by the Master Servicer or the Special Servicer during a Collection Period
accrued on any Performing Loan (and the related Serviced Companion Loan, if applicable), in each case, remaining after application
thereof during such Collection Period to pay the Advance Interest Amount relating to such Performing Loan and to pay or reimburse
the Trust for any unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees and Liquidation
Fees) relating to such Performing Loan incurred during or prior to such Collection Period, and, in the case of the Serviced Whole
Loans, to the extent allocated to the related Mortgage Loan in the related Intercreditor Agreement and as further described in
Section 3.12(d); (iii) any amounts collected for checks returned for insufficient funds (with respect to any
Performing Loan or Specially Serviced Loan); and (iv) 100% of any Modification Fees and consent fees (or similar fees) related
to any consents, modifications, waivers, extensions or amendments of any Serviced Mortgage Loans (and any related Serviced Companion
Loan) that are
non-Specially Serviced Loans that do not involve a Special Servicer Major Decision or Special Servicer Non-Major Decision, 50%
of any Modification Fees and consent fees (or similar fees) related to any consents, modifications, waivers, extensions or amendments
of any Serviced Mortgage Loans (and any related Serviced Companion Loan) that


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 are non-Specially Serviced Loans that involve one
or more Special Servicer Major Decisions or Special Servicer Non-Major Decisions (whether or not processed by the Special Servicer),
100% of any defeasance fees (provided that for the avoidance of doubt, any such defeasance fee shall not include the Special
Servicer’s portion of any Modification Fees or waiver fees in connection with a defeasance that the Special Servicer is
entitled to under this Agreement), 100% of Assumption Fees or processing fees with respect to Serviced Mortgage Loans (and any
related Serviced Companion Loan) that do not involve a Special Servicer Major Decision or Special Servicer Non-Major Decision,
50% of Assumption Fees with respect to non-Specially Serviced Mortgage Loans (and any related Serviced Companion Loan) that involve
one or more Special Servicer Major Decisions or Special Servicer Non-Major Decisions (whether or not processed by the Special
Servicer), 100% of beneficiary statement charges to the extent such beneficiary statements are prepared by the Master Servicer
(but not including Prepayment Premiums or Yield Maintenance Charges), 100% of assumption application fees with respect to Serviced
Mortgage Loans (and any related Serviced Companion Loan) for which the Master Servicer is processing the underlying assumption-related
transaction (whether or not the consent of the Special Servicer is required), and 0% of assumption application fees with respect
to Specially Serviced Loans, in each case to the extent received and not required to be deposited or retained in the Collection
Account (or Serviced Whole Loan Collection Account), in each case pursuant to Section 3.05 of this Agreement. 
The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Section 3.06(a)(viii) or 3.07(b) of this Agreement, as applicable, to withdraw from the Collection Account and to receive from any Borrower Accounts (to the
extent not payable to the related Borrower under the Mortgage Loan or applicable law), Net Prepayment Interest Excess, if any,
that accrue on the Mortgage Loans that it is servicing and any interest or other income earned on deposits therein.  In addition,
the Master Servicer shall be entitled to the portion of Net Default Interest and any late payment fees or penalty charges collected
by the Other Servicer servicing a Non-Serviced Mortgage Loan that are allocated to such Non-Serviced Mortgage Loan remaining after
application thereof to reimburse interest on related P&I Advances and to reimburse the Trust for certain expenses of the Trust,
if applicable, as provided in this Agreement.  Except as specified in the preceding sentence and except with respect to clause (i) in
this paragraph, the Master Servicer will not be entitled to the compensation set forth in clauses (iii) and (iv) in this
paragraph with respect to a Non-Serviced Mortgage Loan.

 

Notwithstanding anything to the contrary, the Master Servicer and the Special Servicer will each be entitled to charge the related Borrower reasonable review fees in connection with any borrower request to the extent such fees are not prohibited under the related Loan Documents and are actually paid by or on behalf of the related Borrower.

 

With respect to any of the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the Master Servicer and the Special Servicer shall each have the right, in their sole discretion, but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided that (A) neither the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee.  If the Master 




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Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer.

 

The Master Servicer and any successor holder of the Excess Servicing Fee Rights that relate to the Mortgage Loans (and any successor REO Loans with respect to such Mortgage Loans) shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Act and any applicable state securities laws and is otherwise made in accordance with the Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit AA-1 hereto and (iii) the prospective transferee shall have delivered to the Master Servicer and the Depositor a certificate substantially in the form attached as Exhibit AA-2 hereto.  None of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Certificate Registrar is obligated to register or qualify an Excess Servicing Fee Right under the Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification.  The Master Servicer and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and the Master Servicer hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicer, the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph.  By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a violation of any provision of the Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Act.  From time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Master Servicer with respect to the related Mortgage Loan or successor REO Loan with respect thereto to which the Excess Servicing Fee Right relates, shall pay, out of each amount paid to the Master Servicer as Servicing Fee with respect to such Mortgage Loan or REO Loan, as the case may be, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such Servicing Fee to the Master Servicer, in each case in accordance with payment instructions provided by such holder in writing to the Master Servicer.  The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph.  None of the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer, the Depositor, 




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the Special Servicer or the Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right.

 

As compensation for its activities hereunder on each Distribution Date, the Certificate Administrator shall be entitled with respect to each Mortgage Loan to its portion of the Certificate Administrator/Trustee Fee, which shall be payable from amounts on deposit in the Lower-Tier Distribution Account.  The Certificate Administrator shall pay the Trustee the Trustee’s portion of the Certificate Administrator/Trustee Fee. The Certificate Administrator’s rights to the Certificate Administrator/Trustee Fee may not be transferred in whole or in part except in connection with the transfer of all of its responsibilities and obligations under this Agreement.

 

Except as otherwise provided herein, the Master Servicer shall pay all of its overhead expenses incurred by it in connection with its servicing activities hereunder, including all fees of any sub-servicers retained by it (but excluding Mortgage Loan Seller Sub-Servicers).  Except as otherwise provided herein, the Trustee and the Certificate Administrator shall each pay all expenses incurred by it in connection with its activities hereunder.

 

(b)           As compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced Loan and Serviced REO Loan to the Special Servicing Compensation, which shall be payable from amounts on deposit in the Collection Account or the Serviced Whole Loan Collection Account, as applicable, as set forth in Section 3.06 of this Agreement.  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 Special Servicing Compensation, to the extent permitted by applicable law and the related Loan Documents, (i) any Net Default Interest and any other Penalty Charges collected by the Master Servicer or the Special Servicer during a Collection Period accrued on any Specially Serviced Loan remaining after application thereof during such Collection Period (and in the case of the Serviced Whole Loans, as set forth in and subject to the terms of the related Intercreditor Agreement) and as further described in Section 3.12(d) herein to pay the Advance Interest Amount relating to such Specially Serviced Loan and any unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees and Liquidation Fees) incurred during or prior to such Collection Period on such related Specially Serviced Loan (but not nonsufficient funds check fees and the like, which shall be paid to the Master Servicer) as further described below in this subsection (b); (ii) 100% of any Modification Fees and consent fees (or similar fees) related to any Specially Serviced Loan or Serviced REO Loan; (iii) 50% of any Modification Fees and consent fees (or similar fees) related to any consents, modifications, waivers, extensions or amendments of any Mortgage Loans (and the related Serviced Companion Loans) that are non-Specially Serviced Loans that involve one or more Special Servicer Major Decisions or Special Servicer Non-Major Decisions (whether or not processed by the Special Servicer); (iv) 100% of any Assumption Fees or processing fees on any Specially Serviced Loan or Serviced REO Loan; (v) 50% of Assumption Fees or processing fees with respect to non-Specially Serviced Mortgage Loans (and any related Serviced Companion Loan) that involve one or more Special Servicer Major Decisions or Special Servicer Non-Major Decisions (whether or not processed by the Special Servicer); (vi) any interest or other income earned on deposits in the REO Accounts; (vii) 100% of assumption application fees 


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received with respect to Serviced Mortgage Loans (and any related Serviced Companion Loan) that are Performing Loans for which the Special Servicer is processing the underlying assumption-related transaction and 100% of assumption application fees received with respect to Specially Serviced Loans; and (viii) 100% of beneficiary statement charges to the extent such beneficiary statements are prepared by the special servicer (but not including Prepayment Premiums or Yield Maintenance Charges).

 

Notwithstanding anything to the contrary, the Master Servicer and the Special Servicer will each be entitled to charge the related Borrower reasonable review fees in connection with any borrower request.

 

With respect to any of the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the Master Servicer and the Special Servicer shall each have the right, in their sole discretion, but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided that (A) neither the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee.  If the Master Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer.

 

Except as otherwise provided herein, the Special 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.

 

In addition, the Special Servicer shall be entitled to the portion of Net Default Interest and any other Penalty Charges collected by the Other Special Servicer servicing the related Non-Serviced Mortgage Loan and that are allocated to such Non-Serviced Mortgage Loan remaining after application thereof during such Collection Period to pay the Advance Interest Amount relating to such Non-Serviced Mortgage Loan and any unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees and Liquidation Fees) incurred during or prior to such Collection Period on such related Non-Serviced Mortgage Loan (but not nonsufficient funds check fees and similar fees, which shall be paid to the Master Servicer) as provided in this Agreement.  Except as specified in the preceding sentence, the Special Servicer will not be entitled to the compensation set forth in this Section 3.12(b) with respect to a Non-Serviced Mortgage Loan.

 

(c)           In addition, a Workout Fee will be payable to the Special Servicer with respect to each Serviced Mortgage Loan and any related Serviced Companion Loan that ceases to be a Specially Serviced Loan pursuant to the definition thereof.  As to each such Mortgage Loan or Serviced Whole Loan, the Workout Fee will be payable out of each collection of interest and principal (including scheduled payments, prepayments, Balloon Payments and payments at maturity) received on such Mortgage Loan or Serviced Whole Loan for so long as it remains a 




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Corrected Mortgage Loan.  The Workout Fee with respect to any such Mortgage Loan or Serviced Whole Loan will cease to be payable if such loan again becomes a Specially Serviced Loan or if the related Mortgaged Property becomes a Serviced REO Property; provided that a new Workout Fee will become payable if and when such Mortgage Loan or Serviced Whole Loans again ceases to be a Specially Serviced Loan.  If the Special Servicer is terminated (other than for cause) or resigns with respect to any or all of its servicing duties, it shall retain the right to receive any and all Workout Fees payable with respect to the Mortgage Loans that cease to be a Specially Serviced Loan during the period that it had responsibility for servicing such Specially Serviced Loan (or for any Specially Serviced Loan that had not yet become a Corrected Mortgage Loan because as of the time that the Special Servicer is terminated the borrower has not made three consecutive monthly debt service payments and subsequently the Specially Serviced Loan becomes a Corrected Mortgage Loan) at the time of such termination or resignation (and the successor Special Servicer shall not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such loan ceases to be payable in accordance with the preceding sentence.

 

A Liquidation Fee will be payable to the Special Servicer, except as described below, with respect to (i) each Mortgage Loan repurchased by a Mortgage Loan Seller after the Initial Resolution Period (and giving effect to any Resolution Extension Period) in accordance with Section 2.03(e) of this Agreement, (ii) each Specially Serviced Loan as to which the Special Servicer obtains a full, partial or discounted payoff from the related Borrower, (iii) any Specially Serviced Loan or Serviced REO Property as to which the Special Servicer recovered any Liquidation Proceeds and (iv) each Defaulted Loan that is a Non-Serviced Mortgage Loan sold by the Special Servicer in accordance with the proviso in Section 3.16(b) of this Agreement as to which the Special Servicer recovered any Liquidation Proceeds; provided, however, for clarification, in the case of clause (iv), should the Non-Serviced Mortgage Loan be sold by the Other Special Servicer, then the Liquidation Fee shall be paid to such Other Special Servicer.  As to each such Mortgage Loan repurchased by a Mortgage Loan Seller after the Initial Resolution Period (and giving effect to any Resolution Extension Period) in accordance with Section 2.03(e) of this Agreement or Specially Serviced Loan and Serviced REO Property, the Liquidation Fee will be payable from the related payment or proceeds.  Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds to the extent set forth in the definition of “Liquidation Fee” herein.  With respect to any future mezzanine debt, to the extent not prohibited by the Loan Documents, the Master Servicer or Special Servicer, as applicable, shall require that the related mezzanine intercreditor agreement provide that if a Mortgage Loan is purchased by the related mezzanine lender on a date that is more than 90 days following the date that the related option first becomes exercisable, such mezzanine lender shall be required to pay a Liquidation Fee equal to the amount that the Special Servicer would otherwise be entitled to under this Agreement with respect to a liquidation of such Mortgage Loan (provided that such Liquidation Fee shall in all circumstances be payable by the related mezzanine lender and shall not, under any circumstances, be payable out of the Trust unless the Master Servicer fails to require the related mezzanine intercreditor agreement to require the mezzanine lender to pay such amounts in breach of its obligation to do so under this paragraph).  If Liquidation Proceeds are received with respect to any Specially Serviced Loan as to which the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds that constitute principal and/or interest.  Notwithstanding anything herein to the contrary, the Special Servicer shall only 




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be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to Liquidation Proceeds received on any Mortgage Loan or any Specially Serviced Loan.  If (i) the Special Servicer resigns or has been terminated, and (ii) either prior or subsequent to such resignation or termination, either (A) a Specially Serviced Loan was liquidated or modified pursuant to an action plan submitted by the initial Special Servicer and approved (or deemed approved) by the Directing Holder or the Special Servicer has determined to grant a forbearance, or (B) a Specially Serviced Loan being monitored by the Special Servicer subsequently became a Corrected Mortgage Loan, then in either such event the Special Servicer shall be paid the related Workout Fee or Liquidation Fee, as applicable.

 

The total amount of Workout Fees and Liquidation Fees that are payable by the Trust with respect to each Mortgage Loan, Serviced Whole Loan or Serviced REO Loan through the period such Mortgage Loan is an asset of the Trust shall be subject to an aggregate cap of $1,000,000.  For the purposes of determining whether any such cap has been reached with respect to a Special Servicer and a Mortgage Loan, Serviced Whole Loan or Serviced REO Loan, only the Workout Fees and Liquidation Fees paid to such Special Servicer with respect to such Mortgage Loan, Serviced Whole Loan or Serviced REO Loan shall be taken into account, and any Workout Fees or Liquidation Fees for any other Mortgage Loans, Serviced Whole Loans or Serviced REO Loans shall not be taken into account (and any Workout Fees or Liquidation Fees paid to a predecessor or successor special servicer or Other Special Servicer shall also not be taken into account).

 

The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, any amounts, other than management fees in respect of REO Properties, due and owing to any of its sub-servicers, any amounts due and owing to any of its Affiliates, and the premiums for any blanket insurance policy obtained by it insuring against hazard losses pursuant to Section 3.08 of this Agreement, except to the extent such premiums are reimbursable pursuant to Section 3.08 of this Agreement), if and to the extent such expenses are not expressly payable directly out of the Collection Account or if a Serviced Whole Loan is involved, the applicable Serviced Whole Loan Collection Account or the applicable REO Account or as a Servicing Advance, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.

 

The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) from any Person (including, without limitation, the Trust, any Borrower, any Manager, any guarantor or indemnitor in respect of a Mortgage Loan or Serviced Whole Loan and any purchaser of any Mortgage Loan, Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan or Serviced Whole 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.

 

(d)           In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on any Distribution Date, the aggregate 




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Penalty Charges collected on any Mortgage Loan or, unless prohibited by the related Intercreditor Agreement to be so applied, any Serviced Companion Loan, during the related Collection Period shall be applied (as between Default Interest and late payment charges, in the priority set forth in the definition of “Advance Interest Amount”) to reimburse (i) the Master Servicer or the Trustee for interest on Advances at the Reimbursement Rate with respect to such Mortgage Loan that accrued in the period that such Penalty Charges were collected and advance interest to any related Serviced Companion Loan Service Provider for any debt service advance made by such party with respect to any related Serviced Companion Loan that accrued in the period that such Penalty Charges were collected, (ii) the Trust Fund for all interest on Advances with respect to such Mortgage Loan or Serviced Whole Loan previously paid to the Master Servicer, the Trustee or to any Serviced Companion Loan Service Provider pursuant to Section 3.06(a)(vi) or Section 3.06(b)(vi) of this Agreement and (iii) the Trust Fund for any Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees and Liquidation Fees) with respect to such Mortgage Loan or Serviced Whole Loan paid in the Collection Period that such Penalty Charges were collected and not previously paid out of Penalty Charges, and any Penalty Charges remaining thereafter shall be distributed pro rata to the Master Servicer and the Special Servicer based upon the amount of Penalty Charges the Master Servicer or the Special Servicer would otherwise have been entitled to receive during such period with respect to such Mortgage Loan or Serviced Whole Loan without any such application.  Except as set forth in this Agreement, the Special Servicer shall not be entitled to any Special Servicing Fees, Workout Fees or Liquidation Fees with respect to any Non-Serviced Mortgage Loan or any related REO Property.  For the avoidance of doubt, the portion of Penalty Charges allocated to a Mortgage Loan that is part of a Non-Serviced Whole Loan (in accordance with the applicable Intercreditor Agreement and, if applicable, the Other Pooling and Servicing Agreement) shall be allocated in accordance with clauses (i), (ii) and (iii) above (except that, Advances in clauses (i) and (ii) shall mean P&I Advances).

 

If any Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to the related Servicing Shift Securitization Date, the Special Servicer shall service and administer such Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially Serviced Loan or Serviced REO Property and shall be entitled to all rights and compensation earned with respect to such Serviced Whole Loan as Special Servicer of such Serviced Whole Loan.  With respect to any Servicing Shift Mortgage Loan, prior to the related Servicing Shift Securitization Date, no other special servicer will be entitled to any such compensation or have such rights and obligations.  If such Servicing Shift Whole Loan is still a Specially Serviced Loan on the related Servicing Shift Securitization Date, the Other Special Servicer and the Special Servicer shall be entitled to compensation with respect to such Servicing Shift Whole Loan as if the Special Servicer were being terminated as the Special Servicer with respect to such Servicing Shift Whole Loan and the Other Special Servicer were replacing the Special Servicer as the successor Special Servicer with respect to such Servicing Shift Whole Loan.

 

If any Servicing Shift Whole Loan is being specially serviced on the related Servicing Shift Securitization Date, the Special Servicer shall be entitled to compensation for the period during which it acted as Special Servicer with respect to such Servicing Shift Whole Loan, including its share of any liquidation or workout fees and any additional servicing 




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compensation as well as all surviving indemnity and other rights in respect of such special servicing role under this Agreement.

 

(e)           The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to reimbursement from the Trust Fund (and, prior to recovery from the Trust Fund, in the case of any Serviced Whole Loans, subject to the related Intercreditor Agreement, first, from the related Subordinate Companion Loan up to the full principal balance thereof, if any, and second, to the extent any such costs and expenses remain unreimbursed, from the related Mortgage Loan and the Collection Account, or in the case of a Serviced Whole Loan with a Serviced Pari Passu Companion Loan, first, out of the related Serviced Whole Loan Collection Account from collections on the related Serviced Pari Passu Companion Loan and the related Mortgage Loan on a pro rata basis by principal balance, and second, to the extent any such costs and expenses remain unreimbursed, out of the Collection Account) 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, Updated Appraisals and 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)(xv) of this Agreement.  All such costs and expenses shall be treated as costs and expenses of the Lower-Tier REMIC and the related Serviced Whole Loan, if applicable.

 

(f)            No provision of this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder or thereunder, or in the exercise of any of their rights or powers, if, in the good faith business judgment of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, 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 Liquidation Proceeds and other collections on or in respect of the Mortgage Loans, or from adequate indemnity from other assets comprising the Trust Fund against such risk or liability.

 

If the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee receives a request or inquiry from a Borrower, any Certificateholder or any other Person the response to which would, in the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Operating Advisor’s, the Asset Representations Reviewer’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 Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee, the cost of which would not be an expense of the Trust Fund or any Serviced Companion Loan Noteholder hereunder, then the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee, as the case may be, shall not be required to take any action in response to such request or inquiry unless such Borrower, such Certificateholder, or such other Person, as applicable, makes arrangements for the payment of the Master Servicer’s, the Special Servicer’s, the 




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Certificate Administrator’s, the Operating Advisor’s, the Asset Representations Reviewer’s or the Trustee’s reasonable expenses associated with such counsel (including, without limitation, posting an advance payment for such expenses) satisfactory to the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer 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 Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer 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.

 

Section 3.13   Reports
to the Certificate Administrator; Collection Account Statements.   (a)  The Master Servicer shall deliver to
the Certificate Administrator no later than 3:00 p.m. (New York City time) one Business Day prior to the Master
Servicer Remittance Date prior to each Distribution Date (beginning November 2019), the CREFC® Appraisal
Reduction Template, if any for such Distribution Date and the CREFC® Loan Periodic Update File with respect
to the Mortgage Loans that it is servicing (and, if applicable, the related REO Properties) for the related Distribution Date
(which shall include, without limitation, the amount of Available Funds allocable to the Mortgage Loans) including
information therein that states the anticipated P&I Advances in respect of such Mortgage Loans for the related
Distribution Date.  The Master Servicer’s responsibilities under this Section 3.13(a) with respect to
Serviced REO Loans shall be subject to the satisfaction of the Special Servicer’s obligations under Section 3.23
of this Agreement.  The Master Servicer shall (no later than the applicable Serviced Whole Loan Remittance Date) make
available to each Serviced Companion Loan Noteholder with respect to the related Whole Loan or, if such Serviced Companion
Loan is securitized, the respective Other Servicer and Other Trustee, the CREFC® Investor Reporting Package
(CREFC® IRP) (excluding any templates) pursuant to the terms of this Agreement on a monthly basis.

 

No later than 5:00 p.m. (New York City time) two (2) days following each Distribution Date (provided that if the second calendar day is not a Business Day, then the immediately succeeding Business Day) beginning November 2019, the Master Servicer shall deliver to the Certificate Administrator and the Depositor (in the case of the Depositor, to the Depositor’s email addresses set forth in Section 12.05 together with the name, phone number and email address of the servicing officer of the Master Servicer to contact with any questions related to the CREFC® Schedule AL File and the Schedule AL Additional File) 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 10.06) and the related Schedule AL Additional File, in each case, in EDGAR Compatible Format and Excel 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 Master Servicer receives the Initial Schedule AL File and the Initial Schedule AL Additional File from the Depositor in EDGAR Compatible Format and Excel format; and provided, further, that, if the Master Servicer has not received the Initial Schedule AL File and the Initial Schedule AL Additional File from the Depositor prior to the time it would need the Initial Schedule AL File and the Initial Schedule AL Additional File 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 the Initial Schedule AL File and the Initial Schedule AL Additional File from the Depositor, including by email to the email addresses for the Depositor set forth in Section 12.05. 




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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) two (2) calendar days following any Distribution Date (or by the immediately succeeding Business Day if the second calendar day is not a Business Day), the Certificate Administrator shall notify the Depositor in writing and also request such CREFC® Schedule AL File from the Master Servicer via email to NoticeAdmin@midlandls.com. The Master Servicer shall be entitled to conclusively rely, absent manifest error, without any due diligence, investigation or verification, on the content, completeness and accuracy of the Initial Schedule AL File and the Initial Schedule AL Additional File, in each case, as of the Closing Date. 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 EDGAR Compatible Format and in Excel format to the Certificate Administrator concurrently with the delivery of the related CREFC® Schedule AL File. With respect to each Non-Serviced Mortgage Loan, the Master Servicer shall include the analogous CREFC® Schedule AL File and/or Schedule AL Additional File, as applicable, information that it receives from the related Other Servicer under the applicable Other Pooling and Servicing Agreement 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.

 

In the absence of manifest error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, any information and reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s reports and any information provided by the Trustee, without any duty or obligation to recompute, verify or recalculate any of the amounts and other information stated therein.

 

(b)           For so long as the Master Servicer makes deposits into or credits to and withdrawals or debits from the Collection Account or any Serviced Whole Loan Collection Account, not later than 15 days after each Distribution Date, the Master Servicer shall forward to the Certificate Administrator and, upon request (but not more frequently than once per month), each Serviced Companion Loan Noteholder with respect to the related Whole Loan and related Serviced Whole Loan Collection Account (or, if such Serviced Companion Loan is securitized, the respective Other Servicer and Other Trustee) a statement prepared by the Master Servicer setting forth the status of each of the Collection Account and each Serviced Whole Loan Collection Account as of the close of business on the last Business Day of the prior Collection Period and showing the aggregate amount of deposits into and withdrawals from the Collection Account and each Serviced Whole Loan Collection Account of each category of deposit (or credit) specified in Section 3.05 of this Agreement and each category of withdrawal (or debit) specified in Section 3.06 of this Agreement for the related Collection Period, in each case for the Mortgage Loans (including the Non-Serviced Mortgage Loans).  The Trustee and the Certificate Administrator and its agents and attorneys may at any time during normal business hours, upon reasonable notice, inspect and copy the books, records and accounts of the Master Servicer solely relating to the Mortgage Loans and the performance of its duties hereunder.

 

(c)        
   Beginning in November 2019, no later than 4:00 p.m. (New York City time) on each Master Servicer Remittance
Date, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator (who shall promptly post
such reports to the Certificate 




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Administrator’s Website pursuant to Section 4.02(b)(iii)(B) of this Agreement), the Serviced Companion Loan Noteholders and the Operating Advisor the following reports (in electronic form) with respect to the Mortgage Loans that it is servicing (and, if applicable, the related REO Properties), providing the required information as of the immediately preceding Determination Date:  (i) to the extent the Master Servicer has received the most recent CREFC® Special Servicer Loan File from the Special Servicer at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, the CREFC® Loan Setup File (with respect to the first Distribution Date) and CREFC® REO Status Report, (ii) the most recent CREFC® Property File, CREFC® Financial File, CREFC® Comparative Financial Status Report and the CREFC® Loan Level Reserve/LOC Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan File), (iii) the CREFC® Servicer Watch List with information that is current as of such Determination Date and (iv) the CREFC® Advance Recovery Report.

 

The information that pertains to Specially Serviced Loans and REO Properties reflected in such reports shall be based solely upon the reports delivered by the Special Servicer to the Master Servicer (other than information as to which the Master Servicer has the primary responsibility to generate) no later than the related Determination Date in the form required by Section 3.13(g) of this Agreement or shall be provided by means of such reports so delivered by the Special Servicer to the Master Servicer in the form so required.  In the absence of manifest error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, the information and reports delivered to it by the Special Servicer, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s reports and the Special Servicer’s reports and any information provided by the Certificate Administrator or the Trustee without any duty or obligation to recompute, verify or recalculate any of the amounts and other information stated therein.

 

(d)           The Master Servicer shall deliver or cause to be delivered to the Trustee, the Certificate Administrator, the Serviced Companion Loan Noteholders, the Underwriters, the Initial Purchasers and the Operating Advisor the following materials, in each case to the extent that such materials or the information on which they are based have been received by the Master Servicer with respect to the Mortgage Loans that the Master Servicer is servicing:

 

(i)             Within 45 days after receipt of any quarterly operating statement, if any, commencing within 45 days of receipt of such quarterly operating statement for the quarter ending March 31, 2020, with respect to each Serviced Mortgage Loan, Specially Serviced Loan and Serviced REO Loan (to the extent prepared by and received from the Special Servicer (in written format or in electronic media) in the case of any Specially Serviced Loan or Serviced REO Loan) (and the Borrower provides sufficient information to report pursuant to CREFC® guidelines), a CREFC® Operating Statement Analysis Report for the related Mortgaged Property or Serviced REO Property as of the end of the preceding calendar quarter, together with, upon request, copies of the related operating statements and rent rolls (but only to the extent the related Borrower is required by the Mortgage to deliver, or otherwise agrees to provide such information and, with respect to operating statements and rent rolls for Specially Serviced Loans and REO Properties, only to the extent received by the Special Servicer); provided that, to the extent the annual CREFC®
Operating Statement Analysis Report is delivered as described under clause (ii)




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below,
then such delivery shall satisfy the requirement under this clause (a) to deliver a quarterly CREFC® Operating Statement
Analysis Report for the quarter ending June 30 of each year, commencing in 2020.  The Master Servicer (or the Special Servicer
in the case of Specially Serviced Loans and Serviced REO Properties) shall use commercially reasonable efforts to obtain said
quarterly and other periodic operating statements and related rent rolls, which efforts shall include a letter sent to the related
Borrower (except with respect to any Non-Serviced Mortgage Loan) (followed up with telephone calls), requesting such quarterly
and other periodic operating statements and related rent rolls until they are received to the extent such action is consistent
with applicable law and the terms of the related Loan Documents; provided, however, that any analysis or update
with respect to the first calendar quarter of each year shall not be required to the extent such analysis or update is not required
to be provided under the then current applicable CREFC® guidelines. The Master Servicer shall deliver, upon request
of any Rating Agency, copies of any of the foregoing items so collected thereby to the 17g-5 Information Provider (who shall promptly
post such items to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)).

 

(ii)            At least annually, on or before June 30 of each year, beginning with June 30, 2020, with respect to each Serviced Mortgage Loan, Specially Serviced Loan and Serviced REO Loan (to the extent prepared by and received from the Special Servicer (in written format or in electronic media) in the case of any Specially Serviced Loan or Serviced REO Loan), a CREFC® Operating Statement Analysis Report for the related Mortgaged Property or Serviced REO Property as of the end of the preceding calendar year (initially, year-end 2019), together with, upon request, copies of the related operating statements and related rent rolls (but only to the extent the related Borrower is required by the Mortgage to deliver, or otherwise agrees to provide such information and, with respect to operating statements and related rent rolls for Specially Serviced Loans and REO Properties, only to the extent received by the Special Servicer) for the current trailing 12 months, if available, or year-to-date, provided, however, that with respect to any obligation of the Master Servicer or Special Servicer, as applicable, to provide a year-end analysis or update, such analysis or update shall not be required to the extent such analysis or update is not required to be provided under the then current applicable CREFC® guidelines.  The Master Servicer (or the Special Servicer in the case of Specially Serviced Loans and Serviced REO Properties) shall use commercially reasonable efforts to obtain said annual and other periodic operating statements and related rent rolls, which efforts shall include a letter sent to the related Borrower (except with respect to any Non-Serviced Mortgage Loan) (followed up with telephone calls), requesting such annual and other periodic operating statements and related rent rolls until they are received to the extent such action is consistent with applicable law and the terms of the related Loan Documents.  Upon receipt of such annual and other periodic operating statements (including year-to-date statements) and related rent rolls, the Master Servicer shall promptly update the CREFC® Operating Statement Analysis Report (commencing with the quarter ending March 31, 2020 (to the extent that the related Borrower provides sufficient information to report pursuant to CREFC® guidelines)).  The Master Servicer shall deliver, upon request of any Rating Agency, copies of any of the foregoing items so collected thereby to the 17g-5 Information Provider (who shall promptly post such items to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)).




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(iii)           Within 30 days after receipt by the Master Servicer (or within 60 days of receipt by the Special Servicer in the case of a Specially Serviced Loan or Serviced REO Property) of any annual year-end operating statements and related rent rolls with respect to any Mortgaged Property (except with respect to any Non-Serviced Mortgage Loan) or Serviced REO Property (to the extent prepared by and received from the Special Servicer in the case of any Specially Serviced Loan or Serviced REO Property), commencing within 30 or 60 days, as applicable, of receipt of such statements for year-end 2019, a CREFC® NOI Adjustment Worksheet for such Mortgaged Property (with the annual year-end operating statements attached thereto as an exhibit).  The Master Servicer will use the “Normalized” column from the CREFC® NOI Adjustment Worksheet to update the full year-end data on any CREFC® Operating Statement Analysis Report and will use any operating statements received with respect to any Mortgaged Property (other than any Mortgaged Property which is a Serviced REO Property or constitutes security for a Specially Serviced Loan or a Non-Serviced Mortgage Loan) to update the CREFC® Operating Statement Analysis Report for such Mortgaged Property; provided, however, that any analysis or update with respect to the year-end or first quarter of each year shall not be required to the extent such analysis or update is not required to be provided under the then current applicable CREFC® guidelines.

 

Notwithstanding anything to the contrary in this Agreement, the Master Servicer, upon request by a Rating Agency, shall forward such items to the 17g-5 Information Provider (who shall promptly post such items to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement).

 




The
Master Servicer shall maintain one CREFC® Operating Statement Analysis Report for each Mortgaged Property (and
shall not be required to maintain any such report for a Mortgaged Property securing a Non-Serviced Mortgage Loan) and Serviced
REO Property (to the extent prepared by and received from the Special Servicer in the case of any Serviced REO Property or any
Mortgaged Property constituting security for a Specially Serviced Loan) relating to a Mortgage Loan that it is servicing. The
CREFC® Operating Statement Analysis Report for each Mortgaged Property (other than any such Mortgaged Property
that secures a Non-Serviced Mortgage Loan or that is a Serviced REO Property or constitutes security for a Specially Serviced
Loan) is to be updated with trailing 12-month information, as available, or year-to-date information until 12-month trailing information
(commencing with the quarter ending March 31, 2020 (to the extent that the related Borrower provides sufficient information to
report pursuant to CREFC® guidelines)) is available by the Master Servicer, and the Master Servicer shall deliver
such updated report to the Trustee, the Certificate Administrator, the Operating Advisor, the Directing Holder and any related
Serviced Companion Loan Noteholder in the calendar month following receipt by the Master Servicer of such updated trailing or
year-to-date operating statements and related rent rolls for such Mortgaged Property, and upon request.


 






The Special Servicer shall pursuant to Section 3.13(h) of this Agreement, deliver to the Master Servicer the information required of it pursuant to this Section 3.13(d) with respect to Specially Serviced Loans and Serviced REO Loans.

 

(e)          
In connection with their servicing of the Serviced Mortgage Loans and Serviced REO Properties, the Master Servicer and the
Special Servicer, as applicable, shall







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 provide to each other and to the Trustee and the Certificate Administrator, written notice of any event that comes to their knowledge
with respect to a Mortgage Loan or Serviced REO Property that the Master Servicer or the Special Servicer, respectively, determines,
in accordance with the Servicing Standard, would have a material adverse effect on such Mortgage Loan or Serviced REO Property,
which notice shall include an explanation as to the reason for such material adverse effect.

 

(f)            The Master Servicer or the Special Servicer, as applicable, shall make available to the Directing Holder copies of all rent rolls, operating statements and financial statements actually provided by each Borrower, including any monthly or quarterly statements or rent rolls, within 15 Business Days of receipt.

 

(g)           On or before 2:00 p.m. Central Time on each Determination Date, the Special Servicer shall deliver, or cause to be delivered, to the Master Servicer and, upon the request of any of the Trustee, the Certificate Administrator, the Operating Advisor, the Depositor, the Directing Holder or any Rating Agency, to such requesting party, the CREFC® Special Servicer Loan File with respect to the Specially Serviced Loans (and, if applicable, the related Serviced REO Properties), providing the required information as of the Determination Date (or, upon the reasonable request of any Master Servicer, data files in a form acceptable to the Master Servicer), which CREFC® Special Servicer Loan File shall include data, to enable the Master Servicer to produce the CREFC® Supplemental Servicer Reports.  Such reports or data shall be presented in writing and in an electronic format acceptable to the Master Servicer.

 

(h)           The Special Servicer shall deliver or cause to be delivered to the Master Servicer and, upon the request of any of the Trustee, the Certificate Administrator, the Operating Advisor, the Depositor, the Controlling Class or any Rating Agency, to such requesting party, without charge, the following materials for Specially Serviced Loans or Serviced REO Properties, as applicable, in each case to the extent that such materials or the information on which they are based have been received by the Special Servicer:

 

(i)      
At least annually, on or before June 1 of each year, commencing in 2020, with respect to each Specially Serviced Loan and
Serviced REO Loan, a CREFC® Operating Statement Analysis Report for the related Mortgaged Property or Serviced
REO Property as of the end of the preceding calendar year (initially year-end December 31, 2019) together with copies of the operating
statements and related rent rolls for the related Mortgaged Property or Serviced REO Property as of the end of the preceding calendar
year (but only to the extent the related Borrower is required by the Mortgage to deliver, or otherwise agrees to provide, such
information and, with respect to operating statements and related rent rolls for Specially Serviced Loans and Serviced REO Properties,
only to the extent requested by the Special Servicer) and for the current trailing 12 months, if available, or year-to-date. 
The Special Servicer shall use its reasonable efforts to obtain said annual and other periodic operating statements and related
rent rolls with respect to each Mortgaged Property constituting security for a Specially Serviced Loan and each Serviced REO Property.

 

(ii)            Within 45 days of receipt by the Special Servicer of any annual operating statements with respect to any Mortgaged Property relating to a Specially Serviced Loan 







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or Serviced
REO Property, a CREFC® NOI Adjustment Worksheet for such Mortgaged Property or Serviced REO Property (with the
annual operating statements attached thereto as an exhibit); provided that, with the consent of the Master Servicer, the
Special Servicer may instead provide data files in a form acceptable to the Master Servicer.  The Special Servicer will use
the “Normalized” column from the CREFC® NOI Adjustment Worksheet to update the full year-end data
on any CREFC® Operating Statement Analysis Report and will use any operating statements received with respect
to any Mortgaged Property relating to a Specially Serviced Loan or Serviced REO Property to update the CREFC®
Operating Statement Analysis Report for such Mortgaged Property.

 

Notwithstanding anything to the contrary in this Agreement, upon request for receipt of any such items from any Rating Agency, the Special Servicer shall forward such items to the 17g-5 Information Provider (who shall promptly post such items to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement).

 

The Special Servicer shall maintain one CREFC® Operating Statement Analysis Report for each Mortgaged Property securing a Specially Serviced Loan and each Serviced REO Property.  The CREFC® Operating Statement Analysis Report for each Mortgaged Property securing a Specially Serviced Loan and each Serviced REO Property is to be updated by the Special Servicer and such updated report delivered to the Master Servicer within 45 days after receipt by the Special Servicer of updated operating statements for each such Mortgaged Property; provided that, the Special Servicer may instead provide data files in an electronic form acceptable to the Special Servicer.  The Special Servicer shall provide each such report to the Master Servicer in the then applicable CREFC® format.

 

(i)            If the Master Servicer or the Special Servicer, as applicable, is required to deliver any statement, report or information under any provision of this Agreement (including Section 3.14), the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) delivering such statement, report or information in a commonly used electronic format or (y) making such statement, report or information available on the Master Servicer’s website, unless this Agreement expressly specifies a particular method of delivery or such statement, report or information must be filed with the Commission as contemplated in Article X; provided that all reports required to be delivered to the Certificate Administrator shall be delivered in accordance with clause (x).

 

(j)            The Master Servicer may, but is not required to, make any of the reports or files it delivers pursuant to this Section 3.13 available each month on the Master Servicer’s website only with the use of a password, in which case the Master Servicer shall provide such password to (i) the other parties to this Agreement, who by their acceptance of such password shall be deemed to have agreed not to disclose such password to any other Person and (ii) each Certificateholder and prospective Certificateholder who requests such password, and has delivered an Investor Certification to the Trustee, the Certificate Administrator and the Master Servicer.  In connection with providing access to the Master Servicer’s website, the Master Servicer may require registration and the acceptance of a disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which may include, to the extent the Master Servicer deems necessary or appropriate, conditioning access on execution of an agreement governing the availability, use and disclosure of such information, and which may 




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provide indemnification
to the Master Servicer for any liability or damage that may arise therefrom.

 

(k)           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 Determination Date and the Master Servicer shall, to the extent it has received, deliver to the Certificate Administrator, without charge and on the same day as the Master Servicer is required to deliver the CREFC® Investor Reporting Package, an electronic report which may include html, word or excel compatible format, clean and searchable pdf. format or such other format as mutually agreeable between the Certificate Administrator and the Special Servicer (or Master Servicer on its behalf) 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 report regarding Disclosable Special Servicer Fees shall be required to be delivered if there are no Disclosable Special Servicer Fees for the related Collection Period.

 

Section 3.14   Access
to Certain Documentation.   (a)   The Master Servicer and Special Servicer, as applicable, shall provide to any
Certificateholders and any Serviced Companion Loan Noteholders that are federally insured financial institutions, the
Operating Advisor (but only if an Operating Advisor Consultation Event has occurred and is continuing), the Directing Holder
(but only if no Consultation Termination Event has occurred and is continuing), the Federal Reserve Board, the FDIC and the
Office of the Comptroller of the Currency and the supervisory agents and examiners of such boards and such corporations, and
any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder
or Serviced Companion Loan Noteholder is subject, access to the documentation regarding the Mortgage Loans or the Whole
Loans, as applicable, that it is servicing required by applicable regulations of the Federal Reserve Board, FDIC, Office of
the Comptroller of the Currency or any such federal or state banking or regulatory authority, such access being afforded
without charge but only upon reasonable written request and during normal business hours at the offices of the Master
Servicer or Special Servicer, as applicable.  At the election of the Master Servicer, the Special Servicer or the
Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of
information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall
be permitted to require payment (other than from the Directing Holder and the Trustee and the Certificate Administrator on
its own behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable
out-of-pocket costs incurred by it in making such copies.  Such access shall (except as described in the
preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.  In addition, upon reasonable prior written notice to the Master Servicer or the Special Servicer, as the case may be, the Trustee, the Certificate Administrator, the Operating Advisor, the Depositor or their accountants or other representatives shall have reasonable access to review the documents, correspondence and records in the possession of the Master Servicer or the Special Servicer, as the case may be, as they relate to a Mortgaged Property and any Serviced REO Property during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be.  Nothing in this Section 3.14 shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of 




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information with respect
to the Borrowers, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.14
as a result of such obligation shall not constitute a breach of this Section 3.14.

 

(b)           In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, Serviced Companion Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Noteholder (to the extent permitted in the related Intercreditor Agreement) 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 under applicable law.  In connection with providing Certificateholders or Serviced Companion Loan Noteholders access to the information described in the preceding paragraph the Master Servicer and the Special Servicer, as applicable, may 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 or Serviced Companion Loan Noteholder or a regulator or governmental body and will keep such information confidential.

 

(c)           Upon the reasonable request of (1) any Certificateholder identified to the Master Servicer to the Master Servicer’s reasonable satisfaction (or, with respect to any Serviced Companion Loan, the request of any Serviced Companion Loan Noteholder), the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder, Serviced Companion Loan Noteholder) copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer, or (2) any Controlling Class Certificateholder identified to the Master Servicer (in the case of a Performing Loan) or the Special Servicer (in the case of a Specially Serviced Loan) to the Master Servicer’s or Special Servicer’s reasonable satisfaction, the Master Servicer or Special Servicer, as applicable, shall provide (or forward electronically) (at the expense of such Controlling Class Certificateholder) any Excluded Information in the Master Servicer’s or Special Servicer’s, as applicable, possession (available on the Certificate Administrator’s Website but not accessible to such Controlling Class Certificateholder through the Certificate Administrator’s Website on account of it constituting Excluded Information) relating to any Excluded Controlling Class Mortgage Loan in which such Controlling Class Certificateholder is not an Excluded Controlling Class Holder; provided that, in connection therewith, the Master Servicer or Special Servicer, as applicable, 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 a Holder of Certificates or a Serviced Companion Loan Noteholder or a beneficial holder of Book-Entry Certificates or a regulator or a governmental body and 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 may have under this Agreement. For the avoidance of doubt, the Master Servicer shall not make any Asset Status Reports available to any Certificateholders on its




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website.  None
of the parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report to the Certificate Administrator.

 

(d)           The 17g-5 Information Provider shall make available solely to the Depositor and to any NRSRO that delivers an NRSRO Certification to the 17g-5 Information Provider the following items to the extent such items are delivered to it via electronic mail at 17g5informationprovider@wellsfargo.com (or such other address as the 17g-5 Information Provider shall specify by written notice to the other parties hereto) in an electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system, specifically with a subject reference of “Benchmark 2019-B13 Mortgage Trust, Series 2019-B13” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial (provided that, if such information is not in electronic format readable and uploadable (that is not locked or corrupted), then the 17g-5 Information Provider shall immediately notify the applicable delivering party thereof, whereupon such party shall promptly deliver the subject information in such format):

 

(i)            any waivers delivered to the 17g-5 Information Provider pursuant to Section 3.09 of this Agreement;

 

(ii)           any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance delivered to the 17g-5 Information Provider pursuant to Section 3.21(d) or Section 4.07(c) of
this Agreement and notice of determination not to refrain from reimbursement of all Nonrecoverable Advances;

 

(iii)           any Asset Status Report delivered by the Special Servicer pursuant to Section 3.23(e) of this Agreement;

 

(iv)           any environmental reports delivered by the Special Servicer pursuant to Section 3.10(g) of this Agreement;

 

(v)         
  any annual statements as to compliance and related Officer’s Certificates delivered pursuant to Section 10.11
and Section 10.12 of this Agreement;

 

(vi)           any annual independent public accountants’ attestation reports delivered pursuant to Section 10.13 of this Agreement;

 

(vii)          any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.10 of this Agreement;


 


(viii)         any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving a Rating Agency Confirmation from any Rating Agency as set forth in the definition of “Rating Agency Confirmation” pursuant to Section 3.30 of this Agreement;




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(ix)          
 copies of any questions or requests submitted by the Rating Agencies directed toward the Master Servicer, Special Servicer,
Certificate Administrator or Trustee;

 

(x)            any requests for a Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30 of this Agreement;

 

(xi)           any notice of resignation of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.07 or Section 8.08 of this Agreement;

 

(xii)          
any notice of resignation or assignment of the rights of the Master Servicer or the Special Servicer pursuant to Section 6.04
of this Agreement;

 

(xiii)          any notice of Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.03 of this Agreement;

 

(xiv)         any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09 of this Agreement;

 

(xv)          any notice of the merger or consolidation of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer pursuant to Section 6.02 of this Agreement;

 

(xvi)         any notice of any amendment that modifies the procedures herein relating to Exchange Act Rule 17g-5 pursuant to Section 12.08 of this Agreement;

 

(xvii)        any notice or other information provided by the Master Servicer pursuant to Section 12.07 of this Agreement;

 

(xviii)       any summary of oral communication with the Rating Agencies delivered to the 17g-5 Information Provider pursuant to Section 3.14(f) of this Agreement; provided that the summary of such oral communication shall not attribute which Rating Agency the communication was with;

 

(xix)          the Rating Agency Q&A Forum and Document Request Tool; and

 

(xx)          
such information as is delivered to the 17g-5 Information Provider by the Depositor in mutually agreeable electronic format
within fifteen (15) days of the Closing Date.

 

The foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website (a link to which shall be provided on the Depositor’s website at www.intralinks.com or such other website as the Depositor may notify the parties hereto in writing).  Information will be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m. (eastern time) or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. New York City time.  The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the




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information being delivered
is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be or whether
such information (other than (solely with respect to the 17g-5 Information Provider’s obligation to post such information)
the information set forth in clauses (i) through (xx) above) is required to be posted on the 17g-5 Information Provider’s
Website pursuant to this Agreement or Rule 17g-5.  If any information is delivered or posted in error, the 17g-5 Information
Provider may remove it from the 17g-5 Information Provider’s Website.  The Certificate Administrator and the 17g-5
Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt
and posting to the 17g-5 Information Provider’s Website.  Access will be provided by the 17g-5 Information Provider
to the Rating Agencies, and to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit Z hereto (which
certification may be submitted electronically via the 17g-5 Information Provider’s Website).  If a Rating Agency requests
access to the 17g-5 Information Provider’s Website, access will be provided by the 17g-5 Information Provider on the same
Business Day provided such request is made prior to 2:00 p.m., on such Business Day, or, if received after 2:00 p.m., on the following
Business Day.  Questions regarding delivery of information to the 17g-5 Information Provider may be directed to cmbsexcludedinformation@wellsfargo.com
(or such other address as the 17g-5 Information Provider shall specify by written notice to the other parties hereto).

 

Upon delivery by the Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by the Depositor and the 17g-5 Information Provider) of information designated by the Depositor as having been previously made available to NRSROs by the Depositor (the “Pre-Closing 17g-5 Information”), the 17g-5 Information Provider shall make such Pre-Closing 17g-5 Information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant this Section 3.14(b).   The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Closing 17g-5 Information or any other information on the 17g-5 Information Provider’s Website to any designee or other third party.

 

The 17g-5 Information Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement that such information was received and that it has been posted.  The 17g-5 Information Provider shall notify each NRSRO that has provided a NRSRO Certification each time a document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically identify such document.  The 17g-5 Information Provider shall send such notice to such Persons to the email address that has been provided by and is used by such Person for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email address if such general email address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification in the form of Exhibit Z hereto.

 

The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool.  The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information Provider’s Website, where Rating Agencies and NRSROs may (i) submit Inquiries to the Certificate Administrator relating to the Distribution Date Statement, submit Inquiries to the Master Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant to this Section 4.02(d), the Serviced Mortgage Loans or the Mortgaged Properties or




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submit inquiries to
the Operating Advisor relating to the Operating Advisor Annual Reports or actions by the Master Servicer or the Special Servicer
as to which the Operating Advisor has consultation rights pursuant to Section 6.07,
whether or not referenced in such Operating Advisor Annual Report, (ii) view Inquiries that have been previously submitted
and answered, together with the answers thereto and (iii) submit requests for loan-level reports and information.  Upon
receipt of an Inquiry for the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, the
17g-5 Information Provider shall forward the Inquiry to the Certificate Administrator, Operating Advisor, the Master Servicer
or the Special Servicer, as applicable, and in the case of an inquiry relating to any Non-Serviced Mortgage Loan, to the applicable
party under the related Other Pooling and Servicing Agreement, in each case within a commercially reasonable period following
receipt thereof.  Following receipt of an Inquiry or request relating to the subject matters described in clauses (i) or
(iii) above, 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 Certificate
Administrator, the Operating Advisor, Master Servicer or Special Servicer shall be by email to the 17g-5 Information Provider. 
The 17g-5 Information Provider 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 (or reports, as applicable) to the 17g-5 Information Provider’s
Website.  Any report posted by the 17g-5 Information Provider in response to a request may be posted on a page accessible
by a link on the 17g-5 Information Provider’s Website.  If the Certificate Administrator, the Operating Advisor, the
Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) the question is beyond the
scope outlined above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders
or would be in violation of applicable law, the Servicing Standard, this Agreement or the applicable Loan Documents, (iii) answering
any Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney
work product or answering such inquiry is otherwise not advisable or (iv) (A) 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, and (B) the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith,
in the case of the Certificate Administrator or the Operating Advisor) that the performance of such duties or the payment of such
costs and expenses is beyond the scope of its duties in its capacity as Certificate Administrator, Operating Advisor, Master Servicer
or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Inquiry and, in the case of
the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, shall promptly notify the 17g-5
Information Provider, and the 17g-5 Information Provider shall post such Inquiry on the Rating Agency Q&A Forum and Document
Request Tool together with a statement that such Inquiry was not answered.  Answers posted on the Rating Agency Q&A Forum
and Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee or any of their respective Affiliates and no such party shall have any responsibility or liability for the content of any such information.  The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s Website any Inquiry or answer thereto that the 17g-5 Information 


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Provider determines,
in its sole discretion, is administrative or ministerial in nature.  The Rating Agency Q&A Forum and Document Request
Tool will not reflect questions, answers and other communications between the 17g-5 Information Provider and any Person which
are not submitted via the 17g-5 Information Provider’s Website.

 

In connection with providing access to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, the Certificate Administrator and/or the 17g-5 Information Provider may require registration and the acceptance of a disclaimer.  The Certificate Administrator and the 17g-5 Information Provider, as the case may be, shall not be liable for the dissemination of information in accordance with the terms of this Agreement, make no representations or warranties as to the accuracy or completeness of such information being made available, and assume no responsibility for such information; provided that it is acknowledged and agreed that the 17g-5 Information Provider shall not be charged with knowledge of any of the contents of such information solely by virtue of its compliance with its obligations to post such information to the 17g-5 Information Provider’s Website.  The 17g-5 Information Provider shall not be liable for its failure to make any information available to the NRSROs unless such information was delivered to the 17g-5 Information Provider at the email address set forth herein in an electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system, with a subject heading of “Benchmark 2019-B13 Mortgage Trust, Series 2019-B13” and sufficient detail to indicate that such information is required to be posted on the 17g-5 Information Provider’s Website; provided that, if such information is not in electronic format readable and uploadable (that is not locked or corrupted), then the 17g-5 Information Provider shall immediately notify the applicable delivering party thereof, whereupon such party shall promptly deliver the subject information in such format.

 

The 17g-5 Information Provider shall not be responsible or have any liability for any act, omission or delay attributable to the failure of any other party to this Agreement to timely deliver information to be posted on the 17g-5 Information Provider’s Website or for any errors or defects in the information supplied by any such party.

 

The 17g-5 Information Provider’s obligations in respect of Rule 17g-5 or any other law or regulation related thereto shall be limited to the specific obligations contained in this Agreement and the 17g-5 Information Provider makes no representations or warranties as to the compliance of the Depositor with Rule 17g-5 or any other law or regulation related thereto.

 

With respect to each Non-Serviced Mortgage Loan, each of the Master Servicer, the Special 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 a Non-Serviced Mortgage Loan Service Provider, all reports, statements, documents, notices and other information it receives in respect of such Non-Serviced Mortgage Loan that such party would otherwise have been required to be submitted to the 17g-5 Information
Provider under this Agreement for posting had such Non-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.



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Upon delivery by the Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by the Depositor and the 17g-5 Information Provider) of information designated by the Depositor as having been previously made available to NRSROs by the Depositor (the “Pre-Closing 17g-5 Information”), the 17g-5 Information Provider shall make such Pre-Closing 17g-5 Information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant this Section 3.14(b).  The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Closing 17g-5 Information or any other information on the 17g-5 Information Provider’s Website to any designee or other third party.

 

(e)           Each of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver, produce or otherwise make available through its website or otherwise, any additional information identified in Section 3.14(d) of this Agreement relating to the Mortgage Loans or Whole Loans, the Mortgaged Properties or the related Borrowers, for review by the Depositor, the Underwriters, the Initial Purchasers and any other Persons who deliver an Investor Certification in accordance with this Section 3.14, the related Serviced Companion Loan Noteholder (if any), the Directing Holder and the Rating Agencies (collectively, the “Disclosure Parties”) (only to the extent such additional information is simultaneously or previously delivered to the 17g-5 Information Provider in accordance with the provisions of Section 3.14(d) of this Agreement, who shall post such additional information on the 17g-5 Information Provider’s Website in accordance with the provisions of Section 3.14(d) of this Agreement), in each case, except to the extent doing so is prohibited by this Agreement, applicable law or by the related Loan Documents.  Each of the Master Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor, enter into an Investor Certification or other confidentiality agreement acceptable to the Master Servicer or the Special Servicer, as the case may be, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously provide such information to any other Disclosure Party.  In addition, to the extent access to such information is provided via the Master Servicer’s or the Special Servicer’s website, the Master Servicer and the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential nature of such information.  In connection with providing access to or copies of the information described in this Section 3.14(e) to current or prospective Certificateholders the form of confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable, shall be:  (i) in the case of a Certificateholder (or a licensed or registered investment advisor acting on behalf of such Certificateholder), an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein (or a licensed or registered investment advisor acting on behalf of such prospective purchaser), an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such




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information
confidential with no further dissemination (except that such Certificateholder may provide such information to its auditors, legal
counsel and regulators).  In the case of a licensed or registered investment advisor acting on behalf of a current or prospective
Certificateholder, the Investor Certification shall be executed and delivered by both the investment advisor and such current
or prospective Certificateholder.

 

Neither the Master Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 3.14 unless (i) the Master Servicer or Special Servicer, as applicable, is the original source for such information and (ii) such failure to deliver complete and accurate information is by reason of such party’s willful misconduct, bad faith, fraud and/or negligence.

 

In connection with the delivery by the Master Servicer or the Special Servicer, as applicable, to the 17g-5 Information Provider of any information, report, notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer or the Special Servicer, as applicable, of when such information, report, notice or document has been posted to the 17g-5 Information Provider’s Website.  The Master Servicer or the Special Servicer, as applicable, may, but is not obligated to, send such information report, notice or other document to the applicable Rating Agency or Rating Agencies following the earlier of (a) receipt of notification from the 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) 12:00 p.m. on the first Business Day following the date the Master Servicer or the Special Servicer, as applicable, has provided such information, report, notice or other document to the 17g-5 Information Provider.

 

(f)            The Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee shall be permitted (but shall not be required) to orally communicate with the Rating Agencies regarding any Mortgage Loan, Serviced Whole Loan, any Certificateholder, any Serviced Companion Loan Noteholder, any Mortgaged Property or any REO Property; provided that such party summarizes the information provided to the Rating Agencies in such communication and provides the 17g-5 Information Provider and the related Other 17g-5 Information Provider (if any) with such summary in accordance with the procedures set forth in Section 3.14(d) of this Agreement the same day such communication takes place; provided that the summary of such oral communications shall not attribute which Rating Agency the communication was with.  The 17g-5 Information Provider shall post such summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.14(d) of this Agreement.


 


(g)           None of the foregoing restrictions in this Section 3.14 or otherwise in this Agreement shall prohibit or restrict oral or written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as




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applicable,
(ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such
Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer’s, as applicable, servicing operations in general; provided that the Master Servicer,
the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, shall not provide any information
relating to the Certificates or the Mortgage Loans to any Rating Agency or NRSRO in connection with such review and evaluation
by such Rating Agency or NRSRO unless (x) Borrower, property and other deal specific identifiers are redacted; (y) such
information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s
Website or the Master Servicer or Special Servicer, as applicable, has in fact provided such information to such Rating Agency
in accordance with Section 3.14(e); or (z) the Rating Agency confirms in writing that it does not intend to use such
information in undertaking credit rating surveillance with respect to the Certificates; provided, however, that
the Rating Agencies may use information delivered under this clause (z) for any purpose to the extent it is publicly available
(unless the availability results from a breach of this Agreement or any other confidentiality agreement to which such Rating Agency
is subject) or comprised of information collected by the applicable Rating Agency from the 17g-5 Information Provider’s
Website (or another 17g-5 information provider’s website that they have access to) other than pursuant to this Section 3.14(g).

 

(h)           The costs and expenses of compliance with this Section 3.14 by the Depositor, the Master Servicer, the Special Servicer, the Trustee and any other party hereto shall not be Additional Trust Fund Expenses.

 

Section 3.15   Title and Management of REO Properties and REO Accounts.   (a)  If title to any Mortgaged Property (other than with respect to a Non-Serviced Mortgage Loan) is acquired for the benefit of Certificateholders (and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders) 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 the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise in the name of the Trustee, or its nominee (which shall not include the Master Servicer), or a separate Trustee or co-Trustee, on behalf of the Trust Fund (and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders).  The Special Servicer, on behalf of the Trust Fund (and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders), shall dispose of any Serviced REO Property prior to the close of the third calendar year following the year in which the Trust Fund acquires ownership of such Serviced REO Property for purposes of Section 860G(a)(8) of the Code, unless (i) the Special Servicer on behalf of the Lower-Tier REMIC has applied for an extension of such period pursuant to Sections 856(e)(3) and 860G(a)(8)(A) of the Code, in which case the Special Servicer shall sell such Serviced REO Property within the applicable extension period or if the Special Servicer has applied for extension as provided in this clause (i) but such request has not yet been granted or denied, the additional time specified in such request, or (ii) the Special Servicer seeks and subsequently receives an Opinion of Counsel (which opinion shall be an expense of the Trust Fund and, in the case of a Serviced Whole Loan, such expenses shall be allocated in accordance with the




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allocation
provisions set forth in the related Intercreditor Agreement), addressed to the Special Servicer, the Certificate Administrator
and the Trustee, to the effect that the holding by the Trust Fund of such Serviced REO Property for an additional specified period
will not cause such Serviced REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) at any
time that any Certificate is outstanding, in which event such period shall be extended by such additional specified period subject
to any conditions set forth in such Opinion of Counsel.  The Special Servicer, on behalf of the Trust Fund (and, in the case
of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders), shall dispose of any Serviced REO Property held
by the Trust Fund prior to the last day of such period (taking into account extensions) by which such Serviced REO Property is
required to be disposed of pursuant to the provisions of the immediately preceding sentence in a manner provided under Section 3.16
hereof.  In the case of the Trust Fund’s beneficial interest in any REO Property acquired by the Other Trustee
pursuant to an Other Pooling and Servicing Agreement, the Special Servicer shall coordinate with the Other Special Servicer with
respect to any REO extension on behalf of the Trust Fund.  The Special Servicer shall manage, conserve, protect and operate
each Serviced REO Property for the Certificateholders (and, in the case of the Serviced Whole Loans, the related Serviced Companion
Loan Noteholders) solely for the purpose of its prompt disposition and sale in a manner which does not cause such Serviced REO
Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section 860D(a) of the Code) and such that income from the
operation or sale of such property does not result in receipt by the Trust Fund of any income from non-permitted assets as described
in Section 860F(a)(2)(B) of the Code with respect to such property.

 

(b)          
The Special Servicer shall have full power and authority, subject only to the Servicing Standard and the specific requirements
and prohibitions of this Agreement, to do any and all things in connection with any Serviced REO Property as are consistent with
the manner in which the Special Servicer manages and operates similar property owned or managed by the Special Servicer or any
of its Affiliates, all on such terms and for such period as the Special Servicer deems to be in the best interests of Certificateholders
and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders and, in connection therewith, the
Special Servicer shall agree to the payment of management fees that are consistent with general market standards.  Consistent
with the foregoing, the Special Servicer shall cause or permit to be earned with respect to such Serviced REO Property any “net
income from foreclosure property,” within the meaning of Section 860G(c) of the Code, which is subject to tax
under the REMIC Provisions, only if it has determined, and has so advised the Trustee and 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, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders) than an
alternative method of operation or rental of such Serviced 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 Serviced REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any Serviced REO Property a segregated custodial account (each, an “REO Account”), each of which shall be an Eligible Account and


 


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shall
be entitled “CWCapital Asset Management LLC, as Special Servicer, on behalf of Wells Fargo Bank, National Association, as
Trustee, for the benefit of the Holders of Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
2019-B13 REO Account.”  With respect to a Serviced REO Property securing a Serviced Whole Loan, the Special Servicer
shall establish an REO Account solely with respect to such property (each such account, a “Serviced Whole Loan REO Account”),
each of which shall be an Eligible Account and shall be entitled “CWCapital Asset Management LLC, as Special Servicer, on
behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders of Benchmark 2019-B13 Mortgage Trust
Commercial Mortgage Pass-Through Certificates, Series 2019-B13 and the related Serviced Companion Loan Noteholders REO Account,”
to be held for the benefit of the Certificateholders and the related Serviced Companion Loan Noteholders.  The Special Servicer
shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an REO Account or
a Serviced Whole Loan REO Account to the extent provided in Section 3.07(b) of this Agreement.  The Special Servicer
shall deposit or cause to be deposited REO Proceeds in the REO Account or the applicable Serviced Whole Loan REO Account within
two Business Days after receipt of such properly identified and available REO Proceeds, and shall withdraw therefrom funds necessary
for the proper operation, management and maintenance of such Serviced REO Property and for other Property Protection Expenses
with respect to such Serviced REO Property, including:

 

(i)             all insurance premiums due and payable in respect of any Serviced REO Property;

 

(ii)            all real estate taxes and assessments in respect of any Serviced 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 Serviced REO Property including, if applicable, the payments of any ground rents in respect of such Serviced REO Property; and

 

(iv)           any taxes imposed on the Lower-Tier REMIC, as applicable, in respect of net income from foreclosure property in accordance with Section 4.05, and with respect to a Serviced Whole Loan, such expenses shall be allocated pro rata to the Mortgage Loan and any related Serviced Companion Loans based on each loan’s Stated Principal Balance and only to the extent any such Serviced Companion Loan is included in a REMIC.

 

To the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iii) above, the Master Servicer shall make such Advance unless the Master Servicer or the Special Servicer determines, in accordance with the Servicing Standard, that such Servicing Advance would constitute a Nonrecoverable Advance (provided that with respect to advancing
insurance premiums or delinquent tax assessments the Master Servicer shall comply with the provisions of the second to last paragraph
in Section 3.21(d) of this Agreement) and if the Master Servicer does not make any such Advance, the Trustee, to the
extent the Trustee has actual knowledge of the Master Servicer’s failure to make such Advance, shall make such Advance,
unless in each case, the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such Advance would
be a Nonrecoverable Advance.  The Trustee shall be entitled to rely, conclusively, on any determination by the Special Servicer
or the Master


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Servicer,
as applicable, that an Advance, if made, would be a Nonrecoverable Advance.  The Trustee, when making an independent determination
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 Reimbursement
Rate) made pursuant to the preceding sentence, to the extent permitted by Section 3.06 of this Agreement.  The
Special Servicer shall withdraw from each REO Account or Serviced Whole Loan REO Account, as applicable, and remit to the Master
Servicer for deposit into the Collection Account or the applicable Serviced Whole Loan Collection Account, as applicable, on a
monthly basis on the later of the date that is (x) on or prior to the related Determination Date or (y) two (2) Business
Days after such amounts are received and properly identified and determined to be available, the Net REO Proceeds received or
collected from each Serviced REO Property, except that in determining the amount of such Net REO Proceeds, the Special Servicer
may retain in each REO Account or Serviced Whole Loan 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 any New Lease to be entered into, renewed or extended, 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 Serviced 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 became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or

 

(iv) Directly Operate or allow any Person to Directly Operate any Serviced REO Property on any date more than 90 days after its date of acquisition by the Trust Fund, unless such Person is an Independent Contractor;

 

unless,
in any such case, the Special Servicer has requested and received an Opinion of Counsel addressed to the Special Servicer, the
Certificate Administrator and the Trustee (which opinion shall be an expense of the Trust Fund and, in the case of a Serviced
Whole Loan with a Serviced Companion Loan, such expense shall be allocated in accordance with the allocation provisions of the
related Intercreditor Agreement) to the effect that such action will not cause such Serviced REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code) 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, in the case of the 





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Serviced Whole Loans,
such expense shall be allocated in accordance with the allocation provisions of the related Intercreditor Agreement) and payable
out of REO Proceeds, for the operation and management of any Serviced 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 Serviced REO Property other than through an Independent Contractor shall not
cause such Serviced REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code) (which opinion shall be an expense of the Trust Fund, and in the case of a Serviced Whole Loan, such expense shall
be allocated in accordance with the allocation provisions of the related Intercreditor Agreement), provided that:

 

(1)            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;

 

(2)            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 Serviced 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 30 days following the receipt thereof by such Independent Contractor;

 

(3)            none of the provisions of this Section 3.15(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, the Trustee on behalf of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Noteholders, with respect to the operation and management of any such Serviced REO Property; and

 

(4)            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 Serviced REO Property.

 

The Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification.

 

(c)           Promptly following any acquisition by the Special Servicer of a Serviced REO Property on behalf of the Trust Fund, the Special Servicer shall notify the Master Servicer thereof, and, upon delivery of such notice, the Special Servicer shall obtain an Updated 
Valuation
thereof, but only if any Updated Valuation with respect thereto is more than 9 months old and the Special Servicer has no actual
knowledge of any material adverse change in circumstances that, consistent with the Servicing Standard, would call into question
the validity of such Updated Valuation, in order to determine the fair market value of such Serviced REO Property and shall notify the
Depositor and the Master Servicer and with respect to a Serviced Whole Loan, the holder of the related Companion Loan, if
any, and of the results of such Updated Valuation.  Any such Updated Appraisal shall be conducted in accordance with




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Appraisal Institute
standards and the cost thereof shall be an expense of the Trust Fund and allocated to Classes of Principal Balance Certificates
and the Class VRR Interest Certificates (in the same manner as Realized Losses and VRR Realized Losses as set forth in Section 4.01(d)
of this Agreement)  In the case of any Serviced Whole Loan such expenses shall be allocated in accordance with the allocation
provisions set forth in the related Intercreditor Agreement.  The Special Servicer shall obtain a new Updated Valuation or
a letter update every 9 months thereafter until the Serviced REO Property is sold.

 

(d)           When and as necessary, the Special Servicer shall send to the Certificate Administrator 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 Serviced REO Property in accordance with Sections 3.15(a) and 3.15(b) of this Agreement.

 

(e)           Upon the disposition of any Serviced REO Property in accordance with this Section 3.15, the Special Servicer shall calculate the Gain-on-Sale Proceeds allocable to a Mortgage Loan or the applicable Serviced Whole Loan, if any, realized in connection with such sale.

 

Section 3.16 
Sale of Specially Serviced Loans and REO Properties.  (a)  The parties hereto may sell or purchase,
or permit the sale or purchase of, a Serviced Mortgage Loan and any related Serviced Companion Loan only on the terms and subject
to the conditions set forth in this Section 3.16 or as otherwise expressly provided in or contemplated by Section 2.03(e) and Section 9.01 of this Agreement or in an applicable Intercreditor Agreement. The Special Servicer may only
sell a Serviced Subordinate Companion Loan together with the related Mortgage Loan if it has received consent of the holder of
the related Subordinate Companion Loan.

 

(b)           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 Whole Loan, the Certificateholders and the related Pari Passu Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with a related Serviced Subordinate Companion Loan, taking into account the subordinate nature of such Serviced Subordinate Companion Loan) to attempt to sell a Defaulted Loan (other than any Non-Serviced Mortgage Loan) and any related Pari Passu Companion Loan, the Special Servicer shall use reasonable efforts to solicit offers for each such Defaulted Loan on behalf of the Certificateholders and, if applicable, the related Serviced Pari Passu Companion Loan Noteholders in such manner as will be reasonably likely to realize a fair price.  In the case of a Non-Serviced Mortgage Loan, to the extent that such Non-Serviced Mortgage Loan is not sold together with the related Non-Serviced Companion Loan by the Other Special Servicer for the related Non-Serviced Whole Loan and, if permitted under the related Intercreditor Agreement, the Special Servicer shall be entitled to sell (with the consent of the Directing Holder (if no Control Termination Event has occurred and is continuing) and after consulting with the Risk Retention Consultation Parties pursuant to Section 6.07) such Non-


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Serviced
Mortgage Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests of the
Certificateholders (and shall be entitled to a Liquidation Fee in connection with such sale).  Subject to the qualifications
described in this Section 3.16, the Special Servicer shall accept the first cash offer
received from any Person that constitutes a fair price for such Defaulted Loan.  Subject to Section 3.16(k),
if the Special Servicer receives more than one cash offer that constitutes a fair price for such Defaulted Loan during the period
designated by the Special Servicer for receipt of offers, the Special Servicer shall accept the highest price.

 

The Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and (other than in respect of any applicable Excluded Loan) the Directing Holder and each Risk Retention Consultation Party not less than ten (10) Business Days’ prior written notice of its intention to sell any such Defaulted Loan, and notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any such Defaulted Loan pursuant to this Agreement.

 

(c)          
Whether any cash offer constitutes a fair price for such Defaulted Loan, as the case may be, shall be determined by the Special
Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest offeror is an
Interested Person; provided that no offer from an Interested Person shall constitute a fair price unless (i) the offer
is the highest offer received, and (ii) if the offer is less than the applicable Purchase Price, at least two other offers are
received from independent third parties.  In determining whether any offer received from an Interested Person represents
a fair price for any such Defaulted Loan, the Trustee shall be supplied with and shall rely on the most recent Appraisal or Updated
Appraisal conducted in accordance with this Agreement within the preceding 9-month period or in the absence of any such Appraisal,
on a narrative appraisal prepared by an Independent MAI appraiser selected by (i) the Special Servicer if the Special Servicer
or an Affiliate of the Special Servicer is not making an offer with respect to such Defaulted Loan, (ii) by the Master Servicer
if the Special Servicer is making such an offer unless the Master Servicer and Special Servicer are Affiliates or (iii) the Operating
Advisor if the Master Servicer and Special Servicer are Affiliates and the Special Servicer is making an offer.  The cost
of any such Updated Appraisal or narrative appraisal shall be covered by, and shall be reimbursable as, a Servicing Advance. 
In addition, the Trustee shall be permitted to retain, at the expense of the related Interested Person, an independent third party
expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing or investing in
loans similar to the subject Mortgage Loan or Serviced Whole Loan, as the case may be, that has been selected with reasonable
care by the trustee to determine such fair price and will be permitted to conclusively rely on the opinion of such third party’s
determination.  Any costs and fees of the Trustee in connection with an offer by an Interested Person and the Trustee’s
duties therewith shall be paid in advance of any such determination by such Interested Person.

 


In determining whether any 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), and in determining whether any offer from an Interested Person constitutes a fair price for any such Defaulted Loan, any






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appraiser
shall be instructed to take into account, as applicable, among other factors, the period and amount of the Delinquency on such
Defaulted Loan, the period and amount of the occupancy level and physical condition of the related Mortgaged Property, the state
of the local economy in the area where the Mortgaged Property is located, the expected recovery from such Defaulted Loan if the
Special Servicer were to pursue a workout strategy, and the time and expense associated with a purchaser’s foreclosing
on the related Mortgaged Property.

 

In addition, the Special Servicer shall refer to all other relevant information obtained by it or otherwise contained in the Mortgage File; provided that the Special Servicer shall take account of any change in circumstances regarding the related Mortgaged Property known to the Special Servicer that has occurred subsequent to, and that would, in the Special Servicer’s reasonable judgment, materially affect the value of the related Mortgaged Property reflected in the most recent related Appraisal.  Furthermore, the Special Servicer may consider available objective third party information obtained from generally available sources, as well as information obtained from vendors providing real estate services to the Special Servicer, concerning the market for distressed real estate loans and the real estate market for the subject property type in the area where the related Mortgaged Property is located.  The Special Servicer may, to the extent it is reasonable to do so in accordance with the Servicing Standard, conclusively rely on any opinions or reports of qualified Independent experts in real estate or commercial mortgage loan matters with at least five years’ experience in valuing or investing in loans similar to the subject Specially Serviced Loan, selected with reasonable care by the Special Servicer, in making such determination.  All reasonable costs and expenses incurred by the Special Servicer pursuant to this Section 3.16(c) shall constitute, and be reimbursable as, Servicing Advances.  The other parties to this Agreement shall cooperate with all reasonable requests for information made by the Special Servicer in order to allow the Special Servicer to perform its duties pursuant to this Section 3.16(c).

 

The Purchase Price (which, in connection with the administration of a Defaulted Loan related to a Serviced Whole Loan, shall be construed and calculated as if the loans in such Serviced Whole Loan together constitute a single Mortgage Loan thereunder) for any such Defaulted Loan shall in all cases be deemed a fair price.

 

(d)           Subject to subsection (c) above, the Special Servicer shall act on behalf of the Trustee (for the benefit of the Certificateholders and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Noteholders) in negotiating and taking any other action necessary or appropriate in connection with the sale of any such Defaulted Loan, and the applicable collection of all amounts payable in connection therewith.  In connection therewith, the Special Servicer may charge for its own account 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 REO Account the Collection Account or, in the case of any Serviced Whole Loan, the applicable Serviced Whole Loan Collection Account.  Any sale of such Defaulted Loan shall be final and without recourse to the Trustee or the Trust Fund (except such recourse to the Trust Fund imposed by those representations and warranties typically given in such transactions, any prorations 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, the 

 


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Asset
Representations Reviewer or the Trustee shall have any liability to any Certificateholder or Companion Loan Noteholder with respect
to the purchase price therefor accepted by the Special Servicer or the Trustee.

 

(e)           Any sale of such Defaulted Loan shall be for cash only.

 

(f)            The parties hereto may sell or purchase, or permit the sale or purchase of, a Serviced REO Property only on the terms and subject to the conditions set forth in this Section 3.16 or as otherwise expressly provided in an applicable Intercreditor Agreement.

 

(g)           The Special Servicer shall use reasonable efforts to solicit offers for each Serviced REO Property on behalf of the Certificateholders and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Noteholders in such manner as will be reasonably likely to realize a fair price within the time period provided for by Section 3.15(a) of this Agreement.  The Special Servicer (with the consent of the Directing Holder) shall accept the first cash offer received from any Person that constitutes a fair price for such Serviced REO Property.  Subject to Section 3.16(k), if the Special Servicer receives more than one cash offer that constitutes a fair price for such Serviced REO Property during the period designated by the Special Servicer for receipt of offers, the Special Servicer shall accept the highest price.  If the Special Servicer determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price for any Serviced REO Property within the time constraints imposed by Section 3.15(a) of this Agreement, then the Special Servicer (with the consent of the Directing Holder) shall dispose of such Serviced 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 of from whom received.

 

The Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Directing Holder, not less than ten Business Days’ prior written notice of its intention to sell any Serviced REO Property, and notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Serviced REO Property pursuant to this Agreement.

 

(h)           Whether any cash offer constitutes a fair price for any Serviced REO Property, as the case may be, shall be determined by the Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest offeror is an Interested Person; provided that no offer from an Interested Person shall constitute a fair price unless it is the highest offer received.  In determining whether any offer received from an Interested Person represents a fair price for any such Serviced REO Property, the Trustee shall be supplied with and shall rely on the most recent appraisal or Updated Appraisal conducted in accordance with this Agreement within the preceding 9-month period or in the absence of any such appraisal, on a narrative appraisal prepared by an Independent MAI appraiser selected by the Special Servicer if the Special Servicer or an Affiliate of the Special Servicer is not making an offer with respect to a Serviced REO Property (or by the Master Servicer if the Special Servicer is making such an offer).  The cost of any such Updated Appraisal or narrative appraisal and any related costs and fees of the Trustee shall be covered by, and shall be reimbursable as, a 



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Servicing
Advance.  In determining whether any offer from a Person other than an Interested Person constitutes a fair price for any
such Serviced REO Property, the Special Servicer shall take into account (in addition to the results of any appraisal, updated
appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), and in determining
whether any offer from an Interested Person constitutes a fair price for any such Serviced REO Property, any appraiser shall be
instructed to take into account, as applicable, among other factors, the period and amount of the occupancy level and physical
condition of the Mortgaged Property or Serviced REO Property, the state of the local economy and the obligation to dispose of
any Serviced REO Property within the time period specified in Section 3.15(a) of this
Agreement.  The Purchase Price (which, in connection with the administration of a Serviced REO Property related to a Serviced
Whole Loan, shall be construed and calculated as if the loans in such Serviced Whole Loan together constitute a single Mortgage
Loan thereunder) for any Serviced REO Property shall in all cases be deemed a fair price.  In addition, the Trustee shall
be permitted to retain, at the expense of the related Interested Person, an independent third party to determine such fair price
and will be permitted to conclusively rely on the opinion of such third party’s determination.  Any costs and fees
of the Trustee in connection with an offer by an Interested Person and the Trustee’s duties therewith shall be paid in
advance of any such determination by such Interested Person.

 

(i)            Subject to subsections (g) and (h) above, the Special Servicer shall act on behalf of the Trustee (for the benefit of the Certificateholders and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Noteholders) in negotiating and taking any other action necessary or appropriate in connection with the sale of any Serviced REO Property, and the applicable collection of all amounts payable in connection therewith.  In connection therewith, the Special Servicer may charge for its own account 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, in the case of any Serviced Whole Loan, the applicable Serviced Whole Loan Collection Account.  Any sale of a Serviced REO Property shall be final and without recourse to the Trustee or the Trust Fund (except such recourse to the Trust Fund imposed by those representations and warranties typically given in such transactions, any prorations 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 or the Trustee shall have any liability to any Certificateholder or Serviced Companion Loan Noteholder with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.

 

(j)            Any sale of a Serviced REO Property shall be for cash only.


 


(k)          
Notwithstanding any of the foregoing paragraphs of this Section 3.16, the Special Servicer shall not be obligated
to accept the highest cash offer if the Special Servicer determines (in consultation with the Directing Holder (other than with
respect to any applicable Excluded Loan or unless a Consultation Termination Event exists), each Risk Retention Consultation Party
(other than with respect to any applicable Excluded Loan) and, in the case of a Serviced Whole Loan or an REO Property related
to a Serviced Whole Loan, the related Companion Loan Noteholder(s)), in accordance with the Servicing Standard, that rejection
of such offer would be in the best interests of the Certificateholders and, in the case of a sale of a



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Serviced
Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Loan Noteholders (as a collective whole
as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender and with respect
to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate
Companion Loan), and the Special Servicer may accept a lower cash offer (from any Person other than itself or its 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 (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) and, in the case of a Serviced Whole Loan,
the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced
Companion Loan Noteholders constituted a single lender) (and with respect to any Serviced Whole Loan with a related Subordinate
Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan).

 

(l)           
With respect to each defaulted Serviced Companion Loan, the Special Servicer shall sell such defaulted Serviced Companion Loan
together with the related Mortgage Loan pursuant to the terms of the related Intercreditor Agreement and this Agreement as if
such Mortgage Loan and Serviced Companion Loans were one whole loan on behalf of the Certificateholders and the related Serviced
Companion Loan Noteholders.  The Special Servicer shall provide notice and other information required under the related Intercreditor
Agreement to the applicable Other Special Servicer as soon as practicable following its decision to attempt to sell, and prior
to commencement or marketing of, any Serviced Companion Loan.  With respect to Serviced Whole Loans, the Special Servicer
shall be required to obtain the consent of any holder of a related Serviced Companion Loan prior to a sale of such Serviced Whole
Loan, unless (i) such holder is the related Borrower or an Affiliate or agent of the related Borrower or (ii) the Special Servicer
delivers to such holders of the related Serviced Companion Loans: (A) at least fifteen (15) Business Days’ prior written
notice of any decision to attempt to sell the related Serviced Whole Loan; (B) at least ten (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 ten (10) days prior to the proposed sale date, a copy of the most recent
appraisal for such Serviced Whole Loan, and any documents in the servicing file reasonably requested by the holders of the applicable
Serviced Companion Loans that are material to the sale price of such Serviced Whole Loan; and (D) until the sale is completed,
and a reasonable period of time (but not less time than is afforded to other offerors, the Directing Holder and the Risk Retention
Consultation Parties) 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 Special Servicer in connection with the proposed sale.  The holders
of the Serviced Companion Loans (or, in any case, their respective representatives) shall be permitted to submit an offer at any
sale of such related Serviced Whole Loan; however, the related Borrower and its agents and Affiliates shall not be permitted to
submit an offer at such sale.

 


(m)          With respect to any Servicing Shift Mortgage Loan, if the related Servicing Shift Mortgage Loan becomes a Defaulted Loan, the Special Servicer (or, on or after the related Servicing Shift Securitization Date, the Other Special Servicer under the Other Pooling and Servicing Agreement related to such Servicing Shift Mortgage Loan) will be





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required
to sell such Servicing Shift Mortgage Loan together with the related Companion Loan(s) as notes evidencing one whole loan, in
accordance with the provisions of the related Intercreditor Agreement and this Agreement or the related Other Pooling and Servicing
Agreement, as the case may be.

 

Section 3.17   Additional
Obligations of the Master Servicer and the Special Servicer; Inspections.  (a)  The Master Servicer (at its own expense) (or, with respect to Specially Serviced Loans and Serviced REO
Properties, the Special Servicer) shall inspect or cause to be inspected each Mortgaged Property securing a Serviced Mortgage
Loan that it is servicing at such times and in such manner as is consistent with the Servicing Standard, but in any event
shall inspect each Mortgaged Property with a Stated Principal Balance (or in the case of a Mortgage Loan secured by more than
one Mortgaged Property, having an Allocated Loan Amount) of (A) $2,000,000 or more at least once every 12 months
(commencing in 2021) and (B) less than $2,000,000 at least once every 24 months (commencing in 2021), (or, in each case,
at such decreased frequency as each Rating Agency shall have provided a Rating Agency Confirmation relating to the
Certificates and Serviced Companion Loan Securities, if any); provided that if a physical inspection has been
performed by the Special Servicer in the previous twelve (12) months and the Master Servicer has no knowledge of a material
change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform or cause
to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than
sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the
related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually
thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan.  The reasonable cost of each such
inspection performed in accordance with the Servicing Standard by the Special Servicer shall be paid by the Master Servicer
as a Servicing Advance.  With respect to a Serviced Whole Loan, the costs described in the preceding sentence above that
relate to the applicable Serviced Whole Loan shall be paid out of amounts on deposit in the Serviced Whole Loan Collection
Account related to such Serviced Whole Loan (allocated in accordance with the expense allocation provision of the related
Intercreditor Agreement).  If funds in the applicable Serviced Whole Loan Collection Account relating to a
Serviced Whole Loan are insufficient, then any deficiency shall be paid from amounts on deposit in the Collection Account; provided
that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any,
(i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise
on behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion
of such amount allocable to the related Companion Loans from the related Companion Loan Noteholders.  The Master
Servicer or the Special Servicer, as applicable, shall prepare a written report of the inspection describing, among other
things, the condition of and any damage to the Mortgaged Property securing
a Mortgage Loan that it is servicing and specifying the existence of any material vacancies in such Mortgaged Property, any sale,
transfer or abandonment of such Mortgaged Property of which it has actual knowledge, any material adverse change in the condition
of the Mortgaged Property, or any visible material waste committed on applicable Mortgaged Property.  The
Master Servicer or Special Servicer, as applicable, shall send such reports to the 17g-5 Information Provider (who shall promptly
post such reports to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement),
the related Other 17g-5 Information Provider (if any) and, upon request, to the Underwriters and the Initial Purchasers within
20 days


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of
completion and receipt (by the Master Servicer or Special Servicer, as applicable, or, if earlier, any sub-servicer on their behalf)
of the inspection report, each inspection report.

 

(b)           With respect to each Serviced Mortgage Loan and any related Companion Loan, the Master Servicer (or the Special Servicer, in the case of a Specially Serviced Loan) shall exercise the Trustee’s rights, in accordance with the Servicing Standard, with respect to the Manager under the related Loan Documents and Management Agreement, if any.

 

(c)           The Master Servicer shall deliver all Compensating Interest Payments (other than the portion of any Compensating Interest Payment allocated a Serviced Pari Passu Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier Distribution Account on each Master Servicer Remittance Date, without any right of reimbursement therefor.  The Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan to the holder of the Serviced Companion Loan on each Master Servicer Remittance Date, without any right of reimbursement therefor.

 

(d)           The Master Servicer shall, as to each Serviced Mortgage Loan and any related Serviced Companion Loan that is secured by the interest of the related Borrower under a ground lease (or, with respect to a leasehold interest that is a space lease or an air rights lease, such space lease or air rights lease), promptly (and in any event within 60 days) after the Closing Date notify the related ground lessor of the transfer of such Mortgage Loan or Serviced Whole Loan to the Trust pursuant to this Agreement and inform such ground lessor that any notices of default under the related ground lease (or, with respect to a leasehold interest that is a space lease or an air rights lease, the related space lease or air rights lease) should thereafter be forwarded to the Master Servicer.

 

(e)           The Master Servicer shall, to the extent consistent with the Servicing Standard and permitted by the related Loan Documents, not apply any funds with respect to a Mortgage Loan or Serviced Whole Loan (whether arising in the form of a holdback, earnout reserve, cash trap or other similar feature) to the prepayment of the related Mortgage Loan or Serviced Whole Loan prior to an event of default or reasonably foreseeable event of default with respect to such Mortgage Loan or Serviced Whole Loan.  Prior to an event of default or reasonably foreseeable event of default any such amounts described in the immediately preceding sentence shall be held by the Master Servicer as additional collateral for the related Mortgage Loan or Serviced Whole Loan.

 

Section 3.18 
 Authenticating Agent.    The Certificate Administrator may appoint
an Authenticating Agent to execute and to authenticate Certificates.  The Authenticating Agent must be acceptable to the
Depositor and must be a corporation organized and doing business under the laws of the United States of America or any state,
having a principal office and place of business in a state and city acceptable to the Depositor, having a combined capital and
surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination
by federal or state authorities.  The Certificate Administrator shall serve as the initial Authenticating Agent.

 

Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,







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conversion or consolidation
to which the Authenticating Agent shall be party, or any corporation succeeding to the corporate agency business of the Authenticating
Agent, shall be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Certificate
Administrator or the Authenticating Agent.

 

The Authenticating Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Depositor and the Master Servicer.  The Certificate Administrator may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent, the Depositor and the Master Servicer.  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 3.18, the Certificate Administrator may 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 3.18.

 

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, as applicable.

 

Section 3.19   Appointment of Custodians.    The Certificate Administrator shall be the initial Custodian hereunder.  The Certificate Administrator may appoint one or more additional Custodians to hold all or a portion of the Mortgage Files on behalf of the Trustee and otherwise perform the duties set forth in Article II, by entering into a Custodial Agreement with any Custodian who is not the Depositor.  The Certificate Administrator agrees to comply with the terms of each Custodial Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders.  The Certificate Administrator shall not be liable for any act or omission of the Custodian under the Custodial Agreement.  Each Custodian shall be a depository institution subject to supervision by federal or state authority, shall have a combined capital and surplus of at least $10,000,000, shall have a long-term debt rating of at least “BBB” from Fitch and an equivalent rating by KBRA if rated by KBRA.  Each Custodial Agreement may be amended only as provided in Section 12.08 of this Agreement.  Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator.  If the Custodian is an entity other than the Certificate Administrator, the Custodian shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement.  The Custodian shall be deemed to have complied with this provision if one of its 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.  All




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fidelity bonds and policies
of errors and omissions insurance obtained under this Section 3.19 shall be issued by
a Qualified Insurer.

 

Section 3.20   Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts.     The Master Servicer shall administer each Lock-Box Account, Cash Collateral Account, Escrow Account and Reserve Account in accordance with the related Mortgage or Loan Agreement, Cash Collateral Account Agreement or Lock-Box Agreement, if any relating to the Serviced Mortgage Loans and any related Serviced Companion Loans it is servicing.

 

Section 3.21  Servicing Advances.  (a)   The Master Servicer (or, to the extent provided in Section 3.21(c) of this Agreement, the Trustee) to the extent specifically provided for in this Agreement, shall make any Servicing Advances as and to the extent otherwise required pursuant to the terms hereof with respect to the Serviced Mortgage Loans and any related Serviced Companion Loans that it is servicing.  For purposes of distributions to Certificateholders and compensation to the Master Servicer, the Special Servicer or the Trustee, Servicing Advances shall not be considered to increase the Stated Principal Balance of any such Mortgage Loan or Serviced Whole Loan, notwithstanding that the terms of such Mortgage Loan or Serviced Whole Loans so provide.  Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall have no obligation to make any Servicing Advances under this Agreement, but may make a Servicing Advance on an urgent or emergency basis in its discretion.

 

(b)           Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall give the Master Servicer not less than five Business Days’ written notice with respect to any Servicing Advance to be made on any Specially Serviced Loan, before the date on which the Master Servicer is required to make such Servicing Advance with respect to such Specially Serviced Loan or Serviced REO Loan; provided that the Special Servicer shall be required to provide the Master Servicer with only two Business Days’ written notice in respect of Servicing Advances required to be made on an urgent or emergency basis (which may include, without limitation, Servicing Advances required to make tax or insurance payments).  If the Master Servicer or the Trustee makes a Servicing Advance with respect to any Serviced Whole Loan then it shall provide written notice to the related Other Servicer, Other Special Servicer and Other Trustee of the amount of such Servicing Advance with respect to such Serviced Whole Loan as part of its monthly report following the making of such Servicing Advance.

 

(c)          
The Master Servicer shall notify the Trustee and the Certificate Administrator in writing promptly upon, and in any event within
one Business Day after, becoming aware that it will be unable to make any Servicing Advance required to be made pursuant to the
terms hereof, and in connection therewith, shall set forth in such notice the amount of such Servicing Advance, the Person to whom it is to be paid, and the circumstances and purpose of such Servicing Advance, and shall set forth therein information and instructions for the payment of such Servicing Advance, and, on the date specified in such notice for the payment of such Servicing Advance, or, if the date for payment has passed or if no such date is specified, then within five Business Days following such notice, the Trustee, subject to the provisions of Section 3.21(d) of this Agreement, shall pay the amount of such Servicing Advance in accordance with such information and instructions.


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(d)           The Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with any information in its possession regarding the Specially Serviced Loans and REO Properties as such party required to make Servicing Advances may reasonably request for purposes of making recoverability determinations.  Notwithstanding anything to the contrary in this Agreement, the Special Servicer shall have no obligation to make an affirmative determination that any Advance is, or would be, a Nonrecoverable Advance, and in the absence of a determination by the Special Servicer that such an Advance is a Nonrecoverable Advance, then all such decisions shall remain with the Master Servicer or Trustee, as applicable.

 

Notwithstanding anything herein to the contrary, no Servicing Advance shall be required hereunder if the Person otherwise required to make such Servicing Advance determines that such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance.  In addition, neither the Master Servicer nor the Trustee shall make any Servicing Advance to the extent that it has received written notice that the Special Servicer has determined that such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance.  In making such recoverability determination, such Person will be entitled to (i) give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans, the recovery of which, at the time of such consideration, is being deferred or delayed by the Master Servicer or the Trustee, as applicable, in light of the fact that proceeds on the related Mortgage Loan (or the related Serviced Whole Loan, as applicable) are a source of recovery not only for the Servicing Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amount which is being or may be deferred or delayed and (ii) consider (among other things) the obligations of the Borrower under the terms of the related Mortgage Loan (or the related Serviced Whole Loan, as applicable) as it may have been modified, (iii) 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 (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) regarding the possibility and effects of future adverse changes with respect to such Mortgaged Properties, (iv) estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) (among other things) future expenses, (v) estimate and consider (among other things) the timing of recoveries and (vi) consider any non-recoverability determination of the Other Servicer or Other Trustee under the Other Pooling and Servicing Agreement relating to a P&I Advance for a Non-Serviced Companion Loan.

 

The
Master Servicer, the Special Servicer and the Trustee, as applicable, shall consider Unliquidated Advances in respect of prior
Servicing Advances for purposes of nonrecoverability determinations as if such Unliquidated Advances were unreimbursed Servicing
Advances.  If an Appraisal of the related Mortgaged Property shall not have been obtained within the prior 9-month period (and the Master Servicer and the Trustee shall each request any such appraisal from the Special Servicer prior to ordering an Appraisal pursuant to this sentence) or if such an Appraisal shall have been obtained but as a result of unforeseen occurrences, such Appraisal does not, in the good faith determination of the Master Servicer, the Special Servicer or the Trustee, reflect current market conditions, and the Master Servicer or the Trustee, as applicable, and the Special Servicer cannot agree on the appropriate downward adjustment to such Appraisal, the Master Servicer, the Special Servicer or the Trustee, as the case may be, 


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may, subject to its reasonable
and good faith determination that such Appraisal will demonstrate the nonrecoverability of the related Advance, obtain an Appraisal
for such purpose at the expense of the Trust Fund (and, in the case of any Serviced Whole Loan, such expense shall be allocated
in accordance with the allocation provisions of the related Intercreditor Agreement).

 

Any
determination by the Master Servicer, Special Servicer or the Trustee that the Master Servicer or Trustee, as the case may
be, has made a Servicing Advance that is a Nonrecoverable Servicing Advance or any determination by the Master Servicer, the
Special Servicer or the Trustee that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing
Advance shall be evidenced in the case of the Master Servicer or the Special Servicer by a certificate of a Servicing Officer
delivered to the other, to the Trustee, the Directing Holder (but only if no Consultation Termination Event has occurred and
is continuing), the Operating Advisor, the Certificate Administrator, any related Companion Loan holder(s) and the Depositor
and, in the case of the Trustee, by a certificate of a Responsible Officer of the Trustee, delivered to the Depositor, the
Directing Holder (but only if no Consultation Termination Event has occurred and is continuing), the Operating Advisor, the
Certificate Administrator, any related Companion Loan holder(s), the Master Servicer and the Special Servicer, which in each
case sets forth such nonrecoverability determination and the considerations of the Master Servicer, the Special Servicer or
the Trustee, as applicable, forming the basis of such determination (such certificate accompanied by, to the extent
available, income and expense statements, rent rolls, occupancy status, property inspections and other information used by
the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination, together with any
existing Appraisal or any Updated Appraisal); provided that the Special Servicer may, at its option, make a
determination in accordance with the Servicing Standard, that any Servicing Advance previously made or proposed to be made is
nonrecoverable and shall deliver to the Master Servicer, the Certificate Administrator, the Directing Holder (but only with
respect to a Specially Serviced Loan and if no Consultation Termination Event has occurred and is continuing), the Operating
Advisor, the Trustee, the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall
promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this
Agreement), notice of such determination.  Any such determination may be relied upon by and shall be binding on
the Master Servicer and the Trustee.  Notwithstanding the foregoing, the Special Servicer shall have no obligation to
make an affirmative determination that any Advance is, or would be, a Nonrecoverable Advance, and in the absence of a
determination by the Special Servicer that such an Advance is a Nonrecoverable Advance, then all such decisions shall remain
with the Master Servicer or the Trustee, as applicable. If the Special Servicer makes a determination that only a portion,
and not all, of any previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer
and the Trustee shall each have the right to make its own subsequent determination that any remaining portion of any such
previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance.

 


Any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination or prohibit any such other authorized Person from making a determination, that a Servicing Advance is a Nonrecoverable Advance) and (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) may obtain, at the expense of the Trust (and, in the case of a Serviced Whole Loan, such expense shall be allocated in accordance with the allocation provisions of the related


 


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Intercreditor
Agreement), any analysis, Appraisals or market value estimates or other information for such purposes.  Absent bad faith,
any such determination as to the recoverability of any Servicing Advance shall be conclusive and binding on the Certificateholders
and the Serviced Companion Loan Noteholders.

 

The Trustee, in determining whether or not a Servicing Advance previously made is, or a proposed Servicing Advance, if made, would be, a Nonrecoverable Servicing Advance shall use its reasonable judgment.

 

With respect to the payment of insurance premiums and delinquent tax assessments, in the event that the Master Servicer determines that a Servicing Advance of such amounts would constitute a Nonrecoverable Advance, the Master Servicer shall deliver notice of such determination to the Trustee, the Certificate Administrator and the Special Servicer.  Upon receipt of such notice, the Master Servicer (with respect to any Serviced Mortgage Loan and any related Serviced Companion Loan that is a Performing Loan) and the Special Servicer (with respect to any Specially Serviced Loan or REO Property) shall determine (with the reasonable assistance of the Master Servicer) whether the payment of such amount (i) is necessary to preserve the related Mortgaged Property and (ii) would be in the best interests of the Certificateholders and, in the case of any Serviced Companion Loans, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)).  If the Master Servicer or the Special Servicer determines that the payment of such amount (i) is necessary to preserve the related Mortgaged Property and (ii) would be in the best interests of the Certificateholders and, in the case of any Serviced Companion Loan, the related Serviced Companion Loan Noteholder, the Special Servicer (in the case of a determination by the Special Servicer) shall direct the Master Servicer in writing to make such payment and the Master Servicer shall make such payment, to the extent of available funds, from amounts in the Collection Account or, if a Serviced Whole Loan is involved, from amounts in the applicable Serviced Whole Loan Collection Account.

 

Notwithstanding
anything to the contrary contained in this Section 3.21, the Master Servicer may elect (but shall not be required) to
make a payment out of the Collection Account to pay for certain expenses specified in this sentence notwithstanding that the Master
Servicer has determined that a Servicing Advance with respect to such expenditure would be a Nonrecoverable Servicing Advance
(unless, with respect to Specially Serviced Loans or Serviced REO Loans, the Special Servicer has notified the Master Servicer
to not make such expenditure), where
making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale
or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security
for the related Mortgage Loan; provided that in each instance, the Master Servicer determines in accordance with the Servicing
Standard (as evidenced by a certificate of a Servicing Officer delivered to the Trustee and the Certificate Administrator) that
making such expenditure is in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related
Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion
Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with a


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related
Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)).  The Master
Servicer may elect to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust Fund in accordance with Section 3.06
of this Agreement.

 

(e)           The Master Servicer, the Special Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Servicing Advances made by any of them to the extent permitted pursuant to Section 3.06 of this Agreement, if applicable, together with any related Advance Interest Amount in respect of such Servicing Advances, and the Master Servicer, the Special Servicer and the Trustee each hereby covenants and agrees to promptly seek and effect the reimbursement of such Servicing Advances from the related Borrowers to the extent permitted by applicable law and the related Loan Documents.

 

The parties acknowledge that, pursuant to the applicable Other Pooling and Servicing Agreement, the applicable Other Servicer is obligated to make Servicing Advances with respect to the related Non-Serviced Mortgage Loan.  The Other Servicer, the Other Special Servicer (to the extent it has made an advance), the Other Trustee or fiscal agent or other Persons making advances under the applicable Other Pooling and Servicing Agreement shall be entitled to reimbursement in accordance with Section 3.06(b) of this Agreement for the pro rata portion (based on Stated Principal Balance) of the related Mortgage Loan (after amounts allocated to the related Subordinate Companion Loan, if any) with respect to any Servicing Advance that is nonrecoverable (with, in each case, any pro rata portion of accrued and unpaid interest thereon provided for under the Other Pooling and Servicing Agreement) in the manner set forth in the Other Pooling and Servicing Agreement and the related Intercreditor Agreement, as applicable.

 

With respect to any Serviced Whole Loan, if the Master Servicer, the Special Servicer or Trustee, as applicable, determines that a proposed Servicing Advance with respect to such Serviced Whole Loan, if made, or any outstanding Servicing Advance with respect to any such Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or Trustee, as applicable, shall provide the Other Servicer, Other Special Servicer and the Other Trustee under each related Other Pooling and Servicing Agreement with written notice of such determination, together with supporting evidence for such determination within two (2) Business Days after such determination or such longer time period permitted by the applicable Intercreditor Agreement.


 


Section
3.22    Appointment and Replacement of Special Servicer. (a) CWCapital Asset Management LLC is hereby appointed as
the initial Special Servicer to service each Specially Serviced Loan and related REO Property.


 


(b)       For
so long as no Control Termination Event has occurred and is continuing, the Directing Holder shall be entitled to terminate the
rights (subject to Section 3.05, Section 3.12 and Section 6.03(a) of this Agreement) and obligations of the
Special Servicer under this Agreement, with or without cause, and appoint a successor Special Servicer pursuant to Section
7.02 of this Agreement, upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer, the Paying
Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee; provided
that, with respect to any Serviced Whole Loan, the related Directing Holder’s right to terminate the rights and obligations
of the



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Special Servicer under
this Agreement with respect to such Serviced Whole Loan shall be subject to the limitations set forth in the related Intercreditor
Agreement; provided, further, that with respect to any Servicing Shift Whole Loan, the limitations on termination
without cause set forth in clause (b) shall not apply to the related Loan-Specific Directing Holder’s right to terminate
the Special Servicer’s rights and obligations under this Agreement without cause with respect to such Servicing Shift Whole
Loan pursuant to the terms of the related Intercreditor Agreement. The recommendation of replacement of the Special Servicer by
the Operating Advisor and the approval of the Certificateholders of a Qualified Replacement Special Servicer shall not be construed
to preclude the Directing Holder from appointing a replacement special servicer, provided that such replacement may not
be the removed Special Servicer or its Affiliate.


 


(c)       If
at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is
not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii)
the replacement of the Special Servicer would be in the best interest of the Certificateholders as a collective whole, then the
Operating Advisor shall deliver to the Trustee and to the Certificate Administrator, with a copy to the Special Servicer, a written
report setting forth the reasons supporting its recommendation (along with any information the Operating Advisor considered relevant
to its recommendation) and recommending a replacement special servicer (which must be a Qualified Replacement Special Servicer);
provided that in no event shall the information or any other content included in such written recommendation contravene
any provision of this Agreement. In such event, the Certificate Administrator shall promptly post notice to all Certificateholders
of such recommendation and the related report on the Certificate Administrator’s Website, and by mail (or through the DTC
system, as applicable), and shall conduct the solicitation of votes of all Certificates in such regard, which requisite affirmative
votes must be received within one hundred-eighty (180) days of the posting of such notice, and if not so received, such votes
shall be null and void ab initio. Upon (i) the written direction of Holders of Principal Balance Certificates and the Class
VRR Interest Certificates evidencing at least a majority of a quorum of Certificateholders (which, for this purpose, is the Holders
of Certificates that (A) evidence at least 20% of the Voting Rights (taking into account the application of any Realized Losses
and VRR Realized Losses, as applicable, and Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances)
of all Principal Balance Certificates and the Class VRR Interest Certificates on an aggregate basis and (B) consist of at least
three Certificateholders or Certificate Owners that are not Risk Retention Affiliated
with each other) and (ii) receipt of a Rating Agency Confirmation from each Rating Agency with respect to the Certificates and,
if such successor Special Servicer shall also specially service a Serviced Whole Loan, any related class of Serviced Companion
Loan Securities, by the Trustee following satisfaction of the foregoing clause (i), the Trustee (upon receipt of written confirmation
from the Certificate Administrator, if the Certificate Administrator and the Trustee are different entities) shall (x) terminate
all of the rights and obligations of the Special Servicer under this Agreement and appoint such successor Special Servicer; provided that such termination is subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding
fees and other compensation, reimbursement of advances and other rights set forth in this Agreement which survive termination
and (y) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable out-of-pocket
costs and expenses associated with administering such vote shall be an Additional


 



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Trust Fund Expense. If the Trustee does
not receive the affirmative vote of at least a majority of the quorum described in clause (i) of the preceding sentence within
180 days of after the notice is posted to the Certificate Administrator’s Website, then the Trustee shall not remove the
Special Servicer. Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed
to succeed to the obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s successor
hereunder. In the event the Special Servicer is terminated pursuant to this Section 3.22(c), the Directing Holder shall
not subsequently reappoint such terminated Special Servicer or any Risk Retention Affiliate thereof. No penalty or fee shall be
payable to the terminated Special Servicer with respect to any termination pursuant to this Section 3.22(c)


 


(d)       If
a Control Termination Event has occurred and is continuing and upon (a) the written direction of holders of Principal Balance
Certificates and the Class VRR Interest Certificates evidencing not less than 25% of the Voting Rights (taking into account the
application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Principal Balance Certificates
and the Class VRR Interest Certificates pursuant to Section 4.08 of this Agreement) of the Principal Balance Certificates
and the Class VRR Interest Certificates requesting a vote to replace the Special Servicer (other than with respect to any Servicing
Shift Whole Loan) with a new special servicer designated in such written direction, (b) payment by such holders to the Certificate
Administrator of the reasonable fees and expenses (including any legal fees and expenses and any Rating Agency fees and expenses)
to be incurred by the Certificate Administrator in connection with administering such vote and (c) delivery by such holders to
the Certificate Administrator and the Trustee of a Rating Agency Confirmation from each Rating Agency and a comparable confirmation
from each NRSRO that has been engaged to rate any securities backed, in whole or in part, by a Pari Passu Companion Loan with
respect to the Certificates and, if such successor Special Servicer shall also specially service a Serviced Whole Loan, any related
Serviced Companion Loan Securities, the Certificate Administrator shall promptly provide written notice to all Certificateholders
of such request by posting such notice on the Certificate Administrator’s Website, and by mail (or through the DTC system,
as applicable), and conduct the solicitation of votes of all Certificates in such regard. Subsequently, if a Control Termination
Event has occurred and is continuing, upon the written direction of (i) holders of Principal Balance Certificates and the Class
VRR Interest Certificates evidencing at least 66-2/3% of a Certificateholder Quorum of Certificates or (ii) holders of Principal
Balance Certificates and the Class VRR Interest Certificates evidencing more than 50% of the aggregate Voting Rights of each Class
of Non-Reduced Certificates on an aggregate basis, the
Trustee shall (x) terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint the successor
Special Servicer designated by such Certificateholders (other than with respect to any Servicing Shift Whole Loan), provided that such termination is subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding
fees and other compensation, reimbursement of advances and other rights set forth in this Agreement which survive termination
and (y) promptly notify such outgoing Special Servicer of the effective date of such termination; provided that if such
written direction is not provided within 180 days of the notice from the Certificate Administrator of the request for a vote to
terminate and replace the Special Servicer, then such written direction shall have no force and effect. The reasonable fees and
out-of-pocket costs associated with administering such vote shall be an Additional Trust Fund Expense. The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder and Certificate Owner may


 



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access notices on the Certificate Administrator’s
Website and each Certificateholder and Certificate Owner may register to receive email notifications when such notices are posted
on the Certificate Administrator’s Website; provided that the Certificate Administrator shall be entitled to reimbursement
from the requesting Certificateholders for the reasonable expenses of posting such notices. Notwithstanding the foregoing, the
Certificateholders’ direction to replace the Special Servicer shall not apply to any Serviced AB Whole Loan unless a related
Control Appraisal Period has occurred and is continuing with respect to such Serviced AB Whole Loan under the related Intercreditor
Agreement. The related Serviced Subordinate Companion Loan Noteholder shall have the right, prior to the occurrence and continuance
of such related Control Appraisal Period to replace the Special Servicer solely with respect to such Serviced AB Whole Loan.


 


(e)       The
Trustee shall, promptly after receiving any removal notice pursuant to Section 3.22(b) of this Agreement or direction to
terminate pursuant to Section 3.22(c) or Section 3.22(d) of this Agreement, so notify the Certificate Administrator,
the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement). The termination of the
Special Servicer and appointment of a successor Special Servicer pursuant to this Section 3.22 shall not be effective until
(i) the Trustee receives from each Rating Agency a Rating Agency Confirmation and, if such successor Special Servicer shall also
specially service a Serviced Whole Loan, a Serviced Companion Loan Rating Agency Confirmation, (ii) the successor special servicer
has assumed all of its responsibilities, duties and liabilities hereunder pursuant to a writing reasonably satisfactory to the
Trustee, (iii) receipt by the Trustee of an Opinion of Counsel to the effect that (x) the designation of such replacement to serve
as Special Servicer is in compliance with this Agreement, (y) such replacement will be bound by the terms of this Agreement and
(z) this Agreement will be enforceable against such replacement in accordance with its terms, (iv) the replacement Special Servicer
certifies that such replacement special servicer satisfies all related qualifications set forth in the Intercreditor Agreement
relating to such Serviced Companion Loan and (v) receipt by the Certificate Administrator (with a confirmation of such receipt
delivered to the Trustee) of notice and information required to be delivered by the successor Special Servicer under Section
10.03 of this Agreement. Any successor Special Servicer shall make the representations and warranties provided for in Section
2.04(b) of this Agreement mutatis mutandis. Further, such successor Special Servicer shall be a Person that (i) satisfies
all of the eligibility requirements applicable to the special servicer contained in this Agreement, (ii) is not the Operating
Advisor or former operating
advisor, the Asset Representations Reviewer or former asset representations reviewer, or an affiliate of any of the foregoing,
(iii) is not obligated or allowed to pay the Operating Advisor any fees or otherwise compensate the Operating Advisor (x) 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, (iv) is not entitled to receive any
compensation from the Operating Advisor other than compensation that is not material and is unrelated to the Operating Advisor’s
recommendation that such party be appointed as the replacement special servicer, (v) is not entitled to receive any fee from the
Operating Advisor for its appointment as successor Special Servicer, in each case, unless expressly approved by 100% of the Certificateholders,
(vi) currently has a special servicer rating of at least “CSS3” from Fitch, (vii) is included on S&P’s Select
Servicer List as a U.S. Commercial Mortgage Special Servicer and (viii) is not a special


 



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servicer that has been cited by KBRA as
having servicing concerns as the sole or a 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 a transaction serviced by
the applicable servicer prior to the time of determination. In addition, any replacement Special Servicer that will service any
Serviced Whole Loan shall meet any requirements specified in the related Intercreditor Agreement or, if applicable, the related
Other Pooling and Servicing Agreement.


 


The
existing Special Servicer shall be deemed to have been removed simultaneously with such designated Person’s becoming the
Special Servicer hereunder; provided that the Special Servicer removed pursuant to this Section shall be entitled to receive,
and shall have received, all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation
and it shall continue to be entitled to any rights that accrued prior to the date of such resignation (including the right to
receive all fees, expenses and other amounts accrued or owing to it under this Agreement, plus the right to receive any Workout
Fee specified in Section 3.12(c) of this Agreement if the Special Servicer is terminated and any indemnification rights
that the Special Servicer is entitled to pursuant to Section 6.03(a) of this Agreement) notwithstanding any such removal.
Such removed Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination
of the resigning Special Servicer’s responsibilities and rights hereunder, including without limitation the transfer within
two Business Days to the successor Special Servicer for administration by it of all cash amounts that are thereafter received
with respect to the Mortgage Loans and, if applicable, Whole Loans.


 


(f)       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 that none of the Trustee, the Master Servicer or the previous special servicer
shall be liable for any actions or any inaction of such successor Special Servicer. Any termination fee payable to the terminated
Special Servicer (and it is acknowledged that there is no such fee payable in the event of a termination for breach of this Agreement)
shall be paid by the Certificateholders or the Directing Holder, as applicable, so terminating the Special Servicer and shall
not in any event be an expense of the Trust Fund or any Serviced Companion Loan Noteholder (unless such Serviced Companion Loan
Noteholder is the Directing Holder).


 


(g)       If
a replacement special servicer is appointed with respect to a Serviced Whole Loan or any related Serviced REO Property in accordance
with this Section 3.22 such that there are multiple parties acting as Special Servicer hereunder, then, unless the context
clearly requires otherwise: (i) when used in the context of imposing duties and obligations on the Special Servicer hereunder
or the performance of such duties and obligations, the term “Special Servicer” shall mean the applicable Serviced
Whole Loan Special Servicer, insofar as such duties and obligations relate to the subject Serviced Whole Loan or any related Serviced
REO Property, and shall mean the General Special Servicer (as defined below in clause (h)), in all other cases (provided
that in Section 3.14 and Article VII of this Agreement, the term “Special Servicer” shall mean each
of the Serviced Whole Loan Special Servicers 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 the applicable Serviced Whole Loan Special Servicer, insofar as such information, funds, documents,


 



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instruments and/or other
items relate to the subject Serviced Whole Loan or any related Serviced REO Property, and shall mean the General Special Servicer,
in all other cases; (iii) when used in the context of granting the Special Servicer the right to purchase Defaulted Loans pursuant
to Section 3.16 of this Agreement, the term “Special Servicer” shall mean the General Special Servicer
only; (iv) 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; (v) when used in the context of the Special Servicer being replaced pursuant to this Section
3.22 by the applicable Directing Holder, the term “Special Servicer” shall mean the General Special Servicer
or the Serviced Whole Loan Special Servicer, if applicable; (vi) when used in the context of granting the Special Servicer any
protections, limitations on liability, immunities and/or indemnities hereunder, the term “Special Servicer” shall
mean each of the Serviced Whole Loan Special Servicers and the General Special Servicer; and (vii) 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 Serviced Whole
Loan Special Servicer or the General Special Servicer, as applicable.


 


(h)       References
in this Section 3.22 to “General Special Servicer” mean the Person performing the duties and obligations of
special servicer with respect to the Mortgage Pool (exclusive of any Whole Loan or related REO Property as to which a different
Serviced Whole Loan Special Servicer has been appointed with respect thereto).


 


(i)        No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section
3.22. All costs and expenses of any such termination made without cause shall be paid by the Controlling Class Certificateholders.


 


(j)        Notwithstanding
anything to the contrary contained in this Section 3.22, with respect to any Excluded Special Servicer Mortgage Loan, if
any, the Special Servicer shall resign with respect to such Excluded Special Servicer Mortgage Loan.


 


In
the event the Special Servicer is required to resign as Special Servicer with respect to any Excluded Special Servicer Mortgage
Loan because it obtains knowledge that it is a Borrower Party prior to the occurrence and continuance of a Consultation Termination
Event, then (i) if the Excluded Special Servicer Mortgage Loan is not also an Excluded Loan, then the Directing Holder shall appoint
(and replace with or without cause) the Excluded Special Servicer, as successor to the resigning Special Servicer, in accordance
with this Agreement for the Excluded Special Servicer Mortgage Loan, (ii) if the Excluded Special Servicer Mortgage Loan is also
an Excluded Loan, then 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 Special Servicer for the Excluded Special Servicer
Mortgage Loan, and (iii) if there is no Controlling Class Certificateholder that is not an Excluded Controlling Class Holder,
then the resigning Special Servicer shall use reasonable efforts to appoint the Excluded Special Servicer for the Excluded Special
Servicer Mortgage Loan.


 






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In
the event the Special Servicer is required to resign as Special Servicer with respect to any Excluded Special Servicer Mortgage
Loan because it obtains knowledge that it is a Borrower Party and either (i) a Consultation Termination Event has occurred and
is continuing or (ii) there is no Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, then the
resigning Special Servicer shall use reasonable efforts to appoint the Excluded Special Servicer for the Excluded Special Servicer
Mortgage Loan. The Special Servicer shall not have any liability with respect to the actions or inactions of the applicable Excluded
Special Servicer or with respect to the identity of the applicable Excluded Special Servicer.


 


If
at any time the Special Servicer that had acted as the Special Servicer for an Excluded Special Servicer Mortgage Loan prior to
it 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 Property) with respect to an Excluded Special Servicer Mortgage Loan, (1) the related
Excluded Special Servicer shall resign, (2) the related Mortgage Loan shall no longer be an Excluded Special Servicer Mortgage
Loan, (3) such Special Servicer shall become the Special Servicer again for such related Mortgage Loan and (4) such original Special
Servicer shall be entitled to all special servicing compensation with respect to such Mortgage Loan earned during such time on
and after such Mortgage Loan is no longer an Excluded Special Servicer Mortgage Loan.


 


The
Excluded 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 with respect to such Excluded Special Servicer Mortgage
Loan earned 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 other special servicing compensation with respect all Mortgage Loans and Serviced
Whole Loans that are not Excluded Special Servicer Mortgage Loans during such time).


 


If
a Servicing Officer or Special Servicing Officer, as applicable, of the Master Servicer, a related Excluded Special Servicer,
or the Special Servicer, as applicable, has actual knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling
Class Mortgage Loan or an Excluded Special Servicer Mortgage Loan, as applicable, the Master Servicer, the related Excluded Special
Servicer or Special Servicer, as applicable, shall provide prompt written notice thereof to each of the other parties to this
Agreement.


 


(k)       No
removal or replacement of the Special Servicer as contemplated by this Agreement shall become effective until (i) a successor
Special Servicer shall have assumed the resigning or terminated Special Servicer’s responsibilities, duties, liabilities
and obligations hereunder, (ii) the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 10.09,
(iii) any other information required under Section 10.03 or Section 10.09 has been delivered to any applicable Other
Depositor with respect to any related Companion Loan, and (iv) as to any resignation, removal, succession, merger or consolidation
of the Special Servicer that would constitute a Reportable Event, upon at least 4 Business Days prior notice of the anticipated
effective date of such event, the Certificate Administrator and the Depositor shall cooperate in a timely manner with the Special
Servicer or any other Person pursuing such resignation, removal, succession, merger or consolidation, as applicable, in connection
with the





 



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Depositor’s or the Certificate Administrator’s
obligation to file any related required Form 8-K relating to this Trust on the anticipated effective date of such event.


 


Section
3.23    Transfer of Servicing Between the Master Servicer and the Special Servicer; Record Keeping; Asset Status Report. (a)
Upon the occurrence of any event specified in the definition of Specially Serviced Loan with respect to any Serviced Mortgage
Loan and any related Serviced Companion Loan of which the Master Servicer may have notice, the Master Servicer shall promptly
give notice thereof to the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the related Mortgage
Loan Seller, if no Consultation Termination Event has occurred and is continuing, the Directing Holder and, if applicable, the
related Serviced Companion Loan Noteholders and shall use efforts in accordance with the Servicing Standard to provide the Special
Servicer with the Servicing File and all other information, documents (but excluding the original documents constituting the Mortgage
File) and records (including records stored electronically) relating to such Mortgage Loan or Serviced Whole Loan, as applicable,
and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto without acting
through a sub-servicer. The Master Servicer shall use efforts in accordance with the Servicing Standard to comply with the preceding
sentence within five Business Days of the date it has notice of the occurrence of any event specified in the definition of Specially
Serviced Loan and in any event shall continue to act as Master Servicer and administrator of such Mortgage Loan or Serviced Whole
Loan, until the Special Servicer has commenced the servicing of such Mortgage Loan or Serviced Whole Loan, which shall occur upon
the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence. With respect
to each Mortgage Loan or Serviced Whole Loan that becomes a Specially Serviced Loan, the Master Servicer shall instruct the related
Borrower to continue to remit all payments in respect of such Mortgage Loan or Serviced Whole Loan to the Master Servicer. The
Master Servicer shall forward any notices it would otherwise send to the Borrower of a Specially Serviced Loan to the Special
Servicer, who shall send such notice to the related Borrower.


 


Upon
determining that a Specially Serviced Loan has become a Corrected Mortgage Loan, the Special Servicer shall immediately give notice
thereof to the Master Servicer, and upon giving such notice, such Mortgage Loan or Serviced Whole Loan shall cease to be a Specially
Serviced Loan in accordance with the first proviso of the definition of Specially Serviced Loan, the Special Servicer’s
obligation to service such Mortgage Loan or Serviced Whole Loan shall terminate and the obligations of the Master Servicer to
service and administer such Mortgage Loan or Serviced Whole Loan as a Mortgage Loan or Serviced Whole Loan that is a Performing
Loan shall resume.


 


(b)       In
servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within
the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are in
the possession of the Special Servicer) and copies of any additional related Mortgage Loan information, including correspondence
with the related Borrower, 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.





 



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(c)      Not
later than two Business Days preceding each date on which the Master Servicer is required to furnish a report under Section 3.13(a)
of this Agreement to the Certificate Administrator, the Special Servicer shall deliver to the Certificate Administrator, with
a copy to the Trustee, the Operating Advisor and the Master Servicer, a written statement describing, on a loan by loan basis,
(i) the amount of all payments received on each Specially Serviced Loan, including Principal Prepayments, on each Specially
Serviced Loan, the amount of Net Insurance Proceeds and Net Liquidation Proceeds received with respect to each Specially Serviced
Loan, and with respect to REO Properties, the amount of net income or net loss, as determined from 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 rental income that does not
constitute Rents from Real Property with respect to the Serviced REO Property relating to each applicable Specially Serviced Loan,
in each case in accordance with Section 3.15 of this Agreement (it being understood and agreed that to the extent
this information is provided in accordance with Section 3.13(g) of this Agreement, this Section 3.23(c)
shall be deemed to be satisfied) and (ii) such additional information relating to the Specially Serviced Loans as the Master
Servicer, the Certificate Administrator or the Trustee reasonably request, to enable it to perform its duties under this Agreement.
Such statement and information shall be furnished to the Master Servicer in writing and/or in such electronic media as is acceptable
to the Master Servicer.


 


(d)       Notwithstanding
the provisions of the preceding Section 3.23(c), the Master Servicer shall maintain ongoing payment records with respect
to each of the Specially Serviced Loans relating to a Mortgage Loan that it is servicing and 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. The Special Servicer shall provide the Master Servicer with any information reasonably required
by the Master Servicer to perform its duties under this Agreement.


 


(e)       No
later than 45 days after a Serviced Mortgage Loan and, if applicable, any related Serviced Companion Loan becomes a Specially
Serviced Loan (the “Initial Delivery Date”), the Special Servicer shall deliver a report (the “Asset
Status Report”) with respect to such Mortgage Loan or Serviced Whole Loan and the related Mortgaged Property. Subsequent
to the issuance of a Final Asset Status Report, the Special Servicer shall prepare one or more additional Asset Status Reports
with respect to such Specially Serviced Loan (each such report a “Subsequent
Asset Status Report”) to the extent that during the course of the resolution of such Specially Serviced Loan material changes
in the strategy reflected in the initial Final Asset Status Report (or subsequent Final Asset Status Reports) are necessary to
reflect the then current circumstances and recommendation as to how the Specially Serviced Loan might be returned to performing
status or otherwise liquidated in accordance with the Servicing Standard. The Special Servicer shall deliver each Asset Status
Report to the Master Servicer, the Directing Holder (but (i) only if no Consultation Termination Event has occurred and is continuing
and (ii) not with respect to any applicable Excluded Loan), each Risk Retention Consultation Party (but not with respect to any
applicable Excluded Loan), with respect to any related Serviced Companion Loan, to the extent the related Serviced Companion Loan
has been included in a securitization transaction, to the master servicer of such securitization into which the related Serviced
Companion Loan has been sold or to the holder of the related Serviced Companion Loan, the Operating Advisor (but, other than with
respect to an Excluded Loan, only if an Operating Advisor Consultation Event has occurred and is continuing), the 17g-5 Information


 



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Provider (who shall promptly post such
report to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), each related Serviced
Companion Loan Noteholder, and upon request, the Underwriters and the Initial Purchasers; provided that the Special Servicer
shall not be required to deliver an Asset Status Report to the Directing Holder if the Special Servicer and the Directing Holder
are the same entity. A summary of each Final Asset Status Report shall be provided to the Certificate Administrator and the Trustee.
Such Asset Status Report shall set forth the following information to the extent reasonably determinable:


 


(i)       summary
of the status of such Specially Serviced Loan and any negotiations with the related Borrower;


 


(ii)      a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other
collateral for the related Mortgage Loan or Serviced Whole Loan and whether outside legal counsel has been retained;


 


(iii)     the
most current rent roll and income or operating statement available for the related Mortgaged Property;


 


(iv)     (A)
the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including
the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for
regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Defaulted Loan or Serviced REO Property),
(B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered
by the Special Servicer in connection with the proposed or taken actions;


 


(v)      the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 


(vi)     a
description of any amendment, modification or waiver of a material term of any ground lease (or, with respect to a leasehold interest
that is a space lease or an air rights lease, any such space lease or air rights lease) or franchise agreement;


 


(vii)    the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)   an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net
present value calculation (including the applicable Calculation Rate used) and all related assumptions;





 



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(ix)      the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an
explanation of those adjustments; and


 


(x)       such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


As
provided in Section 3.12(d), if any Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to the related Servicing
Shift Securitization Date, the Special Servicer shall service and administer such Servicing Shift Whole Loan and related REO Property
in the same manner as any other Specially Serviced Loan or Serviced REO Property, shall be entitled to all Special Servicing Compensation
earned with respect to such Serviced Whole Loan and shall have all the rights and obligations with respect to such Serviced Whole
Loan as Special Servicer of such Serviced Whole Loan.


 


With
respect to any Mortgage Loan other than an applicable Excluded Loan, for so long as no Control Termination Event has
occurred and is continuing, if within 10 Business Days of receiving an Asset Status Report, the Directing Holder does not
disapprove such Asset Status Report in writing, the Directing Holder will 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 that
such Special Servicer may not take any action that is contrary to applicable law, this Agreement, the Servicing Standard
(taking into consideration the best interests of all the Certificateholders and, with respect to any Serviced Whole Loan, the
related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced
Companion Loan Noteholders constituted a single lender) (and with respect to any Serviced Whole Loan with a related
Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)), the terms of the
applicable Loan Documents or any related Intercreditor Agreement. For so long as no Control Termination Event has occurred
and is continuing, if the Directing Holder disapproves
such Asset Status Report within such 10 Business Day period, the Special Servicer will revise such Asset Status Report and deliver
to the Directing Holder, the Master Servicer, the 17g-5 Information Provider (who shall promptly post such report to the 17g-5
Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) and each related Serviced Companion
Loan Noteholder, 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 in this Section 3.23(e) until the Directing
Holder fails 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, with respect to any Serviced Whole Loan, the related Serviced
Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders
constituted a single lender and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into
account the subordinate nature of such Subordinate Companion Loan)). In any event, for so long as no Control Termination Event
has occurred and is continuing, if the Directing Holder does not approve an Asset Status Report within 60 Business Days from the
first submission of an Asset Status Report,


 



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the Special Servicer shall follow the
Directing Holder’s direction, if such direction is consistent with the Servicing Standard; provided, however,
that if the Directing Holder’s direction would cause the Special Servicer to violate the Servicing Standard, the Special
Servicer may act upon the most recently submitted form of Asset Status Report if consistent with the Servicing Standard. The procedures
described in this paragraph are collectively referred to as the “Directing Holder Asset Status Report Review Process”.
Prior to an Operating Advisor Consultation Event, the Special Servicer shall promptly deliver each Final Asset Status Report to
the Operating Advisor following the completion of the Directing Holder Asset Status Report Review Process.


 


The
Special Servicer shall notify the Operating Advisor as to whether any Asset Status Report delivered to the Operating Advisor is
a Final Asset Status Report, which notification may be satisfied by (i) delivery of an Asset Status Report that is either signed
by the Directing Holder or that otherwise includes an indication that such Asset Status Report is deemed approved due to the passage
of any required consent or consultation time period or (ii) such other method as reasonably agreed to by the Special Servicer
and the Operating Advisor.


 


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, and in
particular, shall modify and resubmit such Asset Status Report to the Directing Holder (with a copy to the Trustee and the Certificate
Administrator) if (i) the estimated sales proceeds, foreclosure proceeds, workout or restructure terms or anticipated debt forgiveness
varies materially from the amount on which the original report was based or (ii) the related Borrower becomes the subject of bankruptcy
proceedings. Notwithstanding the foregoing, the Special Servicer (i) may, following the occurrence of an extraordinary event with
respect to the related Mortgaged Property, take any action set forth in such Asset Status Report before the expiration of a 10
Business Day period if the Special Servicer has reasonably determined that failure to take such action would materially and adversely
affect the interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Serviced Companion Loan
Noteholders (as a collective
whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender (and with
respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such
Subordinate Companion Loan)), and it has made a reasonable effort to contact the Directing Holder and, if any Serviced Whole Loan
is involved, the related Serviced Companion Loan Noteholders and (ii) in any case, shall determine whether such affirmative disapproval
is not in the best interests of all the Certificateholders and, with respect to any Serviced Whole Loan, the related Serviced
Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders
constituted a single lender (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into
account the subordinate nature of such Subordinate Companion Loan)) pursuant to the Servicing Standard, and, upon making such
determination, shall implement the recommended action outlined in the Asset Status Report. The Asset Status Report is not intended
to replace or satisfy any specific consent or approval right which the Directing Holder may have. Any Asset Status Report delivered
with respect to an Excluded Controlling Class Mortgage Loan shall be sent via email (or such other electronic means mutually acceptable
to the parties) in one or more separate files labeled by the Special Servicer “Excluded Information” 


 



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followed by the applicable loan number
and loan name to cmbsexcludedinformation@wellsfargo.com.


 


The
Special Servicer shall have the authority to meet with the Borrower for any Specially Serviced Loan and take such actions consistent
with the Servicing Standard and the related Asset Status Report. The Special Servicer shall not take any action inconsistent with
the related Asset Status Report, unless such action would be required in order to act in accordance with the Servicing Standard,
this Agreement, applicable law or the related Loan Documents.


 


During
the continuance of an Operating Advisor Consultation Event, the Special Servicer shall promptly deliver each Asset Status Report
prepared in connection with a Specially Serviced Loan to the Operating Advisor (and, with respect to any Mortgage Loan that is
not an Excluded Loan applicable to the Directing Holder and only for so long as no Consultation Termination Event has occurred
and is continuing, the Directing Holder). During the continuance of an Operating Advisor Consultation Event, the Operating Advisor
shall provide comments to the Special Servicer in respect of each Asset Status Report, if any, within ten (10) Business Days following
the later of (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably requested by the
Operating Advisor and in the possession of the Special Servicer related thereto, and propose possible alternative courses of action
to the extent it determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders
that are holders of the Control Eligible Certificates), as a collective whole. The Special Servicer shall consider such alternative
courses of action, if any, and any other feedback provided by the Operating Advisor (and, with respect to any Mortgage Loan that
is not an Excluded Loan applicable to the Directing Holder and only for so long as no Consultation Termination Event has occurred
and is continuing, the Directing Holder) in connection with the Special Servicer’s preparation of any Asset Status Report
that is provided while an Operating Advisor Consultation Event is continuing. The Special Servicer may revise the Asset Status
Report as it deems necessary to take into account any input and/or comments from the Operating Advisor (and, with respect to any
Mortgage Loan that is not an Excluded Loan applicable to the Directing Holder and only for so long as no Consultation Termination
Event has occurred and is continuing, the Directing Holder), to the extent the Special Servicer determines that the Operating
Advisor’s and/or the Directing Holder’s input and/or recommendations are consistent with the Servicing Standard and
in the best interest of the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest
of the Certificateholders and the holders of the related Companion Loan, as a collective whole (taking into account the subordinate
or pari passu nature of such Companion Loan)). Promptly upon determining whether or not to revise any Asset Status Report
to take into account any input and/or comments from the Operating Advisor or the Directing Holder, the Special Servicer shall
revise the Asset Status Report, if applicable, and deliver to the Operating Advisor and the Directing Holder either the revised
Asset Status Report (until a Final Asset Status Report is issued). The procedures described in this paragraph are collectively
referred to as the “ASR Consultation Process”.


 


After
the occurrence and during the continuance of a Control Termination Event, the Directing Holder (and at any time with respect to
any applicable Excluded Loan) shall have no right to consent to any Asset Status Report under this Section 3.23. After
the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination
Event, the Directing Holder (except with respect to any applicable





 



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Excluded Loan) and, after the occurrence
and during the continuance of an Operating Advisor Consultation Event (or with respect to an Excluded Loan applicable to the Directing
Holder) and the Operating Advisor shall be entitled to consult with the Special Servicer (in person or remotely via electronic,
telephonic or other mutually agreeable communication) and may propose alternative courses of action and provide such other feedback
as the Operating Advisor determines in respect of any Asset Status Report. During the continuance of a Consultation Termination
Event (and at any time with respect to any applicable Excluded Loan), the Directing Holder (other than in its capacity as a Certificateholder)
shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status
Reports and the Special Servicer shall only be obligated to consult with the Operating Advisor with respect to any Asset Status
Report as described above. The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary
in accordance with the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor or the
Directing Holder during the applicable periods described above, but is under no obligation to follow any particular recommendation
of the Operating Advisor or the Directing Holder. The Special Servicer shall implement the Final Asset Status Report.


 


Notwithstanding
the foregoing, with respect to each Serviced AB Whole Loan, prior to the occurrence and continuance of a related Control Appraisal
Period, the related Loan-Specific Directing Holder, rather than the Trust Directing Holder, will have certain approval rights
over any related Asset Status Report.


 


In
addition, with respect to a Serviced Whole Loan, such Asset Status Reports are subject to any non-binding consultation rights,
if any, that the holders of the related Pari Passu Companion Loans have pursuant to the related Intercreditor Agreement.


 


If
neither the Operating Advisor nor the Directing Holder proposes alternative courses of action within ten (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.


 


No
direction, advice, consent, approval or disapproval of the Directing Holder, the Operating Advisor or a Risk Retention Consultation
Party shall (a) require, permit or cause the Special Servicer to violate the terms of a Specially Serviced Loan, any related Intercreditor
Agreement, applicable law or any provision of this Agreement, including, but not limited to, Section 3.09, Section 3.16,
Section 3.18 and Section 3.25 and the Special Servicer’s obligation to act in accordance with the Servicing
Standard and to maintain the REMIC status of the Lower-Tier REMIC and the Upper-Tier REMIC, or (b) result in the imposition of
a “prohibited transaction” or “contribution” tax under the REMIC Provisions, or (c) expose the Master
Servicer, the Special Servicer, the Depositor, the Trust Fund, the Certificate Administrator, the Paying Agent, the Operating
Advisor, the Trustee or their respective officers, directors, employees or agents to any claim, suit or liability or (d) materially
expand the scope of the Special Servicer’s, Certificate Administrator’s, Trustee’s or the Master Servicer’s
responsibilities under this Agreement. The Special Servicer shall not be required to follow any direction of the Directing Holder
described in this paragraph.


 






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(f)      Unless a Control Termination Event has occurred and is continuing, the Special Servicer
shall deliver to the Operating Advisor only each Final Asset Status Report promptly following the approval or deemed approval
of the Directing Holder.


 


Section
3.24    Special Instructions for the Master Servicer and/or Special Servicer. (a) Prior to taking any action with respect to
a Mortgage Loan or a Serviced Whole Loan secured by Mortgaged Properties located in a “one-action” state, the Master
Servicer or Special Servicer, as applicable, shall consult with legal counsel, the fees and expenses of which shall be an expense
of the Trust Fund (and, in the case of any Serviced Whole Loan, such expense shall be allocated in accordance with the allocation
provisions of the related Intercreditor Agreement).


 


(b)     The
Master Servicer shall send written notice to each Borrower (other than with respect to a Non-Serviced Mortgage Loan) and the related
Manager and clearing bank relating to a Serviced Mortgage Loan that it is servicing that, if applicable, it and/or the Trustee
has been appointed as the “Designee” of the “Lender” under any related Lock-Box Agreement.


 


(c)     Without
limiting the obligations of the Master Servicer hereunder with respect to the enforcement of a Borrower’s obligations under
the related Loan Documents, the Master Servicer agrees that it shall, in accordance with the Servicing Standard, enforce the provisions
of the Loan Documents relating to the Serviced Mortgage Loan that it is servicing with respect to the collection of Prepayment
Premiums and Yield Maintenance Charges.


 


(d)     If
a Rating Agency shall charge a fee in connection with providing a Rating Agency Confirmation, the Master Servicer shall require
the related Borrower (other than with respect to a Non-Serviced Mortgage Loan) to pay such fee to the extent not inconsistent
with the applicable Loan Documents. If such fee remains unpaid, such fee shall be an expense of the Trust Fund (allocated as an
Additional Trust Fund Expense in the same manner as Realized Losses as set forth in Section 4.01(f) of this Agreement)
and, (1) in the case of a Serviced Pari Passu Whole Loan with a Serviced Pari Passu Companion Loan (but not a Subordinate Companion
Loan), allocated in accordance with the allocation provisions of the related Intercreditor Agreement, the costs of which may be
advanced as a Servicing Advance.


 


(e)      The
Master Servicer shall, in accordance with the Servicing Standard, use commercially reasonable efforts to exercise on behalf of
the Trust any right of the Trust to recover any amounts owed by the Serviced Companion Loan Noteholders to the Trust Fund pursuant
to the related Intercreditor Agreement (but in the case of any Serviced Subordinate Companion Loan, subject to Section 1.02).
The cost of such enforcement on behalf of the Trust shall be paid and reimbursable as a Servicing Advance.


 


(f)       With
respect to a Serviced Mortgage Loan and any related Serviced Companion Loan with a Stated Principal Balance equal to or greater
than the lesser of 5% of the Stated Principal Balance of all Mortgage Loans held by the Trust Fund and $35,000,000, or with respect
to any Mortgage Loan that is one of the ten largest Mortgage Loans based on Stated Principal Balance, to the extent not inconsistent
with the related Mortgage Loan or Serviced Whole Loan, the Master Servicer shall not consent to a change of franchise affiliation
with respect to a Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced



 



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Mortgage Loan) serviced
hereunder or the property manager with respect to a Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced
Mortgage Loan) serviced hereunder unless the Master Servicer obtains a Rating Agency Confirmation relating to the Certificates
and Serviced Companion Loan Securities, if any.


 


Section
3.25    Certain Rights and Obligations of the Master Servicer and/or the Special Servicer. (a) Notwithstanding any other
provision of this Agreement, neither the Master Servicer nor the Special Servicer shall be required to take or refrain from taking
any action pursuant to instructions from the Directing Holder or a Non-Controlling Note Holder, or due to any failure to approve
an action by the Directing Holder, or due to any objection by the Directing Holder or a Non-Controlling Note Holder that would
(i) cause any one of them to violate applicable law, the terms of any Loan Documents, any Intercreditor Agreement, this Agreement,
including the Servicing Standard, or the REMIC Provisions of the Code, (ii) expose the Master Servicer, the Special Servicer,
the Depositor, the Paying Agent, a Mortgage Loan Seller, the Trust Fund, the Operating Advisor, the Asset Representations Reviewer,
the Trustee, the Certificate Administrator (in any of its capacities), or the Custodian or their respective Affiliates, officers,
directors, employees or agents to any claim, suit or liability, (iii) materially expand the scope of the Master Servicer’s
or the Special Servicer’s responsibilities, or (iv) 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.


 


(b)      Upon
request, the Master Servicer and the Special Servicer, as applicable, shall discuss with the Directing Holder (for so long as
no Consultation Termination Event has occurred and other than with respect to any applicable Excluded Loan) and the Operating
Advisor, on a monthly basis, the performance of any Mortgage Loan or Serviced Whole Loan that is a Specially Serviced Loan, which
is delinquent, has been placed on a “Watch List” or has been identified by the Master Servicer or the Special Servicer
as exhibiting deteriorating performance.


 


Section
3.26    Modification, Waiver, Amendment and Consents. (a) Subject to Sections 3.25, Section 3.26(f)
and 3.27, and, if applicable, each Intercreditor Agreement, (i) with respect to any Performing Loan and actions that do
not involve Special Servicer Major Decisions or Special Servicer Non-Major Decisions, the Master Servicer, or (ii) with respect
to (A) any Specially
Serviced Loan and (B) Special Servicer Major Decisions or Special Servicer Non-Major Decisions irrespective of whether the related
Mortgage Loan is a Performing Loan, the Special Servicer, in each case subject to (x) the rights of the Directing Holder and (y)
with respect to a Serviced Whole Loan with a Subordinate Companion Loan, the rights of the holder of the related Subordinate Companion
Loans, and, after consultation with the Operating Advisor (if an Operating Advisor Consultation Event has occurred and is continuing
and to the extent the Operating Advisor has consultation rights pursuant to Section 3.23(e), Section 3.31 and Section
6.07 of this Agreement) and the Risk Retention Consultation Parties (to the extent the Risk Retention Consultation Parties
have consultation rights pursuant to Section 6.07 of this Agreement), may modify, waive, amend, consent or take such other
action with respect to any term of any Serviced Mortgage Loan and any related Serviced Companion Loan if such modification, waiver,
amendment, consent or other action (A) is consistent with the Servicing Standard and (B) would not constitute a “significant
modification” of such Mortgage Loan or Serviced Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would
not


 



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otherwise cause an Adverse REMIC Event.
Each of the Master Servicer and the Special Servicer may conclusively rely on an Opinion of Counsel in meeting this requirement.
In order to meet the foregoing requirements, in the case of a release of real property collateral securing a Mortgage Loan, the
Master Servicer or Special Servicer, as applicable, shall observe the REMIC requirements of the Code with respect to a required
payment of principal if the loan-to-value ratio immediately after the release exceeds 125% with respect to the related real property
collateral. In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of
the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power
of eminent domain or condemnation, if the Loan Documents require the Master Servicer or the Special Servicer, as applicable, to
calculate (or to approve the calculation of the related Borrower of) the loan-to-value ratio of the remaining Mortgaged Property
or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged
Properties, for purposes of REMIC qualification of the related Mortgage Loan or Serviced Whole Loan, then such calculation shall
exclude the value of any personal property and going concern value, if any. If, following any such release or taking, the loan-to-value
ratio as so calculated is greater than 125%, the Master Servicer or Special Servicer, as applicable, shall require payment of
principal by a “qualified amount” as determined under Revenue Procedure 2010-30 or successor provisions, unless the
related Borrower provides an Opinion of Counsel that if such amount is not paid the related Mortgage Loan will not fail to be
a Qualified Mortgage.


 


Upon
receiving a request for any matter that constitutes a Special Servicer Non-Major Decision or a Special Servicer Major Decision
with respect to a Serviced Mortgage Loan that is not a Specially Serviced Loan, the Master Servicer shall forward such request
to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer will
process such request, the Special Servicer will be required to process such request and the Master Servicer will have no further
obligation with respect to such request or the Special Servicer Non-Major Decision or Special Servicer Major Decision other than
providing the Special Servicer with any reasonably requested information or documentation. In addition, the Master Servicer shall
provide the Special Servicer with any notice that it receives relating to a default by the borrower under a ground lease where
the collateral for the Mortgage Loan is the ground lease, and the Special Servicer will determine in accordance with the Servicing
Standard whether to cure any borrower defaults relating to ground leases.


 


Notwithstanding
the foregoing, the Master Servicer and the Special Servicer may mutually agree that the Master Servicer will process any of the
foregoing matters that are Special Servicer Major Decisions or Special Servicer Non-Major Decisions with respect to any Performing
Loan. If the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process any Special Servicer
Major Decision or Special Servicer Non-Major Decision with respect to a Performing Loan, the Master Servicer shall obtain the
consent (or deemed consent) of the Special Servicer as provided in Section 3.26(m).


 


(b)       Neither
the Master Servicer nor the Special Servicer may extend the Maturity Date of any Mortgage Loan, Serviced Whole Loan or
Specially Serviced Loan beyond the date that is
the date occurring later than the earlier of (1) five years prior to the Rated Final Distribution Date and (2) in the case of
a Mortgage Loan, Serviced Whole Loan or Specially





 



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Serviced Loan secured solely or primarily by the related Borrower’s interest
in a ground lease (or, with respect to a leasehold interest where the related Borrower is the lessee and that is a space lease
or an air rights lease, such space lease or air rights lease), the date that is 20 years prior to the expiration date of such
ground lease (or, with respect to a leasehold interest where the related Borrower is the lessee and that is a space lease or an
air rights lease, such space lease or air rights lease) (or 10 years prior to the expiration date of such lease if the Master
Servicer or the Special Servicer, as applicable gives due consideration to the remaining term of such ground lease (or, with respect
to a leasehold interest where the Borrower is the lessee and that is a space lease or an air rights lease, such space lease or
air rights lease) and such extension is in the best interest of the Certificateholders and, with respect to a Serviced Whole Loan,
the related Serviced Companion Loan Noteholder (as a collective whole as if such Certificateholders and (with respect to a Serviced
Whole Loan) Serviced Companion Loan Noteholder constituted a single lender (and with respect to any Serviced Whole Loan with a
related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)) and, (A) if
no Control Termination Event has occurred and is continuing, with the consent of the Directing Holder and (B) to the extent such
extension constitutes a Major Decision, after consultation with each Risk Retention Consultation Party pursuant to Section
6.07).


 


(c)       Neither
the Master Servicer nor the Special Servicer shall permit any Borrower to add or substitute any collateral for an outstanding
Serviced Mortgage Loan and any related Serviced Companion Loan, which collateral constitutes real property, unless the Master
Servicer or the Special Servicer, as applicable, shall have obtained a Rating Agency Confirmation relating to the Certificates
and Serviced Companion Loan Securities, if any.


 


(d)       Any
payment of interest, which is deferred pursuant to any modification, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to Certificateholders or, if applicable, Serviced Companion
Loan Noteholders, be added to the unpaid principal balance of the related Mortgage Loan or Serviced Whole Loan, notwithstanding
that the terms of such Mortgage Loan or Serviced Whole Loan or such modification, waiver or amendment so permit.


 


(e)       Except
for waivers of Penalty Charges and waivers of notice periods, all material modifications, waivers and amendments of the Serviced
Mortgage Loans and any related Serviced Companion Loans in accordance with this Section 3.26 or Section 3.27 of
this Agreement (with respect to Serviced Whole Loans) shall be in writing.


 


(f)       The
Master Servicer or the Special Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, each Risk Retention
Consultation Party, the Directing Holder (other than if a Consultation Termination Event has occurred and is continuing), the
Operating Advisor (only if an Operating Advisor Consultation Event has occurred and is continuing), the Depositor, the related
Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5
Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), in writing, of any modification, waiver,
material consent or amendment of any term of any Serviced Mortgage Loan and any related Serviced Companion Loan and the date thereof,
and shall deliver to the Custodian for deposit in the related Mortgage File, an original counterpart of the agreement



 



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relating to such modification,
waiver, material consent or amendment, promptly (and in any event within 10 Business Days) following the execution thereof.


 


(g)       The
Master Servicer or the Special Servicer may (subject to the Servicing Standard), as a condition to granting any request by a Borrower
for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant
to the terms of the instruments evidencing or securing the related Mortgage Loan or Serviced Whole Loan and is permitted by the
terms of this Agreement and applicable law, require that such Borrower pay to it (i) as additional servicing compensation, a reasonable
and customary fee for the additional services performed in connection with such request (provided that the charging of
such fee would not constitute a “significant modification” of the related Mortgage Loan or Serviced Whole Loan within
the meaning of Treasury Regulations Section 1.860G-2(b)), and (ii) any related costs and expenses incurred by it. In no event
shall the Master Servicer or the Special Servicer be entitled to payment for such fees or expenses unless such payment is collected
from the related Borrower.


 


(h)       Notwithstanding
the foregoing, the Master Servicer shall not permit the substitution of any Mortgaged Property pursuant to the defeasance provisions
of any Mortgage Loan or Serviced Whole Loan (or any portion thereof), if any, unless such defeasance complies with Treasury Regulations
Section 1.860G-2(a)(8) and satisfies the conditions set forth in Section 3.09(f) of this Agreement.


 


(i)        Notwithstanding
anything herein or in the related Loan Documents to the contrary, the Master Servicer may permit the substitution of direct,
non-callable “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) (including U.S. government
agency securities if such securities are eligible defeasance collateral under then current guidelines of the Rating Agencies)
for any Mortgaged Property pursuant to the defeasance provisions of any Serviced Mortgage Loan and any related Serviced
Companion Loan (or any portion thereof) in lieu of the defeasance collateral specified in the related Loan Documents; provided
that, the Master Servicer reasonably determines that allowing their use would not cause a default or event of default under
the related Loan Documents to become 


reasonably
foreseeable and the Master Servicer receives an Opinion of Counsel (at the expense of the Borrower to the extent permitted under
the Loan Documents) to the effect that such use would not be and would not constitute a “significant modification”
of such Mortgage Loan or Serviced Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise cause
an Adverse REMIC Event and provided that the requirements set forth in Section 3.09(f) of this Agreement are satisfied.


 


Notwithstanding
the foregoing, with respect to (i) all of the Mortgage Loans originated or acquired by GACC that are subject to defeasance, and
(ii) all of the Mortgage Loans originated or acquired by CREFI that are subject to defeasance, each of GACC and CREFI, as applicable,
has transferred to a third party or has retained on behalf of itself or an Affiliate the right to establish or designate the successor
borrower and/or to purchase or cause to be purchased the related defeasance collateral (any such right or obligation, the “Retained
Defeasance Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect
to a Mortgage Loan for which GACC or CREFI, as applicable, is





 



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the related Mortgage Loan Seller, which
such Mortgage Loan provides for Retained Defeasance Rights and Obligations in the related Mortgage Loan documents, the Master
Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request to
GACC or CREFI, as applicable, in the case of any such Mortgage Loan for which GACC or CREFI, as applicable, is the related Mortgage
Loan Seller. Until such time as GACC or CREFI, as applicable, provides the Master Servicer with written notice to the contrary,
the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which (i) 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 copies via email to cmbs.requests@db.com, and (ii) CREFI is the related Mortgage Loan Seller shall be
delivered to Citi Real Estate Funding Inc., 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention: Richard Simpson,
Facsimile: (646) 328-2943, with a copy to Citi Real Estate Funding Inc., 388 Greenwich Street, 17th Floor, New York, New York
10013, Attention: Ryan O’Connor, and with copies by electronic mail to richard.simpson@citi.com and ryan.m.oconnor@citi.com
and. With respect to any Mortgage Loan originated or acquired by GACC or CREFI, as applicable, that is subject to defeasance,
if the successor borrower is not designated or formed by GACC or CREFI, as the case may be, or any Affiliate or successor thereto,
the successor borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.


 


(j)        If
required under the related Loan Documents or if otherwise consistent with the Servicing Standard, the Master Servicer shall establish
and maintain one or more accounts, which may be sub-accounts of the Collection Account (the “Defeasance Accounts”),
into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged Property
shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Loan Documents. Each Defeasance
Account shall at all times be an Eligible Account. Notwithstanding the foregoing, in no event shall the Master Servicer permit
such amounts to be maintained in the Defeasance Account for a period in excess of 12 months, unless such amounts are reinvested
by the Master Servicer in “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required
or permitted to be placed in a separate account, the Master Servicer shall deposit all payments received by it from defeasance
collateral substituted for any Mortgaged Property into the Collection Account or, if a Serviced Whole Loan is involved, the Serviced
Whole Loan Collection Account and treat any such payments as payments made on the Mortgage Loan or Serviced Whole Loan, as applicable,
in advance of its Due Date in accordance with clause (a) of the definition of Principal Distribution Amount, and not as a prepayment
of the related Mortgage Loan or Serviced Whole Loan. Notwithstanding anything herein to the contrary, in no event shall the Master
Servicer permit such amounts to be maintained in the Collection Account or, if a Serviced Whole Loan is involved, the Serviced
Whole Loan Collection Account for a period in excess of 365 days.


 


(k)       Any
right to take any action, grant or withhold any consent or otherwise exercise any right, election or remedy afforded the Directing
Holder under this Agreement may, unless otherwise expressly provided herein to the contrary, be affirmatively waived by the Directing
Holder by written notice given to the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as
applicable. Upon delivery of any such notice of waiver given





 



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by the Directing Holder, any time period
(exclusive or otherwise) afforded the Directing Holder to exercise any such right, make any such election or grant or withhold
any such consent shall thereupon be deemed to have expired with the same force and effect as if the specific time period set forth
in this Agreement applicable thereto had itself expired. If the Master Servicer or Special Servicer determines that a refusal
to consent by the Directing Holder or any advice from the Directing Holder would cause the Master Servicer or Special Servicer,
as applicable, to violate applicable law, the terms of the applicable Loan Documents, any related Intercreditor Agreements, the
REMIC Provisions or the terms of this Agreement, including without limitation, the Servicing Standard, the Master Servicer or
Special Servicer shall disregard such refusal to consent or advice and notify the Directing Holder, the Trustee, the Certificate
Administrator, the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly
post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) of its
determination, including a reasonably detailed explanation of the basis therefor.


 


(l)        Any
modification, waiver or amendment of, or consents or approvals relating to, a Mortgage Loan or Serviced Whole Loan that is a Specially
Serviced Loan or Serviced REO Loan (i) shall be performed by the Special Servicer and not the Master Servicer, (ii) to the extent
provided in this Agreement and/or the applicable Intercreditor Agreement, shall be subject to the consent of the related Directing
Holder and (iii) shall be structured so as to be consistent with the allocation and payment priorities in the related Loan Documents
and Intercreditor Agreement, if any, such that neither the Trust as holder of the Mortgage Loan nor a holder of any related Serviced
Companion Loan gains a priority over the other such holder that is not reflected in the related Loan Documents and Intercreditor
Agreement.


 


(m)      In
addition, with respect to a Performing Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer, prior to taking
action with respect to any Special Servicer Major Decision or Special Servicer Non-Major Decision (or making a determination
not to take action with respect to a Special Servicer Major Decision or Special Servicer Non-Major Decision), shall refer the
request to the Special Servicer, which shall process the request directly or, if mutually agreed to by the Special Servicer
and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer) process such request. If
the Master Servicer processes
such request and is recommending approval of such request, the Master Servicer shall prepare and submit its written recommendation
and analysis to the Special Servicer with all information in the Master Servicer’s possession or reasonably available to
the Master Servicer that the Special Servicer may reasonably request in order to withhold or grant its consent, and in all cases
the Special Servicer shall be entitled (subject to the consultation rights of the Operating Advisor and Risk Retention Consultation
Parties or the consent or consultation rights of the Directing Holder pursuant to Section 6.07) to approve or disapprove
any modification, waiver or amendment that constitutes a Special Servicer Major Decision or Special Servicer Non-Major Decision.
When the Special Servicer’s consent is required hereunder, such consent shall be deemed given 15 Business Days, or such
longer time period pursuant to the terms of the related Intercreditor Agreement but not less than five (5) Business Days after
the time period set forth therein for Directing Holder approval, (or in connection with an Acceptable Insurance Default, 90 days)
after receipt (unless earlier objected to) by the Special Servicer from the Master Servicer of the Master Servicer’s written
analysis and recommendation with respect to such proposed Special Servicer Major Decision or Special Servicer Non-Major Decision
together with


 



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such other information reasonably requested
by the Special Servicer and reasonably available to the Master Servicer. Prior to the occurrence and continuance of a Control
Termination Event, neither the Master Servicer (with respect to any Major Decision processed by the Master Servicer) nor the Special
Servicer (with respect to any Major Decision processed by the Special Servicer) will be permitted to take any action constituting
a Major Decision, as to which the Directing Holder has objected in writing within 10 Business Days (or, in connection with an
Acceptable Insurance Default, 30 days) after receipt by the Directing Holder of the Master Servicer’s and/or Special Servicer’s,
as applicable, written analysis and recommendation together with such other information reasonably requested by the Directing
Holder; provided that if such written objection has not been received by the Master Servicer or Special Servicer, as applicable,
within such 10-Business Day (or 30-day) period, the Directing Holder will be deemed to have approved such action.


 


(n)       The
Master Servicer shall provide the Special Servicer with any notice that it receives relating to a default by the borrower under
a ground lease where the collateral for the Mortgage Loan includes the ground lease, and the Special Servicer will determine in
accordance with the Servicing Standard whether to cure any borrower defaults relating to ground leases.


 


(o)       With
respect to any Borrower request or other action on a non-Specially Serviced Loan that is not a Major Decision or a Special Servicer
Non-Major Decision, the Master Servicer shall not be required to obtain the consent of or consult with the Special Servicer or
the Directing Holder.


 


Section
3.27    Certain Intercreditor Matters Relating to the Whole Loans. (a) With respect to Serviced Whole Loans, except for those
duties to be performed by, and notices to be furnished by, the Trustee under this Agreement, the Master Servicer or the Special
Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust Fund
as may be the obligation of the Trust, or the obligation of the master servicer or the special servicer, as applicable, following
securitization, under the related Intercreditor Agreement.


 


(b)       The
Master Servicer shall maintain a register (the “Serviced Companion Loan Noteholder Register”) on which the
Master Servicer shall record the names and addresses of the Serviced Companion Loan Noteholders and wire transfer instructions
for such Serviced Companion Loan Noteholders from time to time, to the extent such information is provided in writing to the Master
Servicer by a Serviced Companion Loan Noteholder. Each Serviced Companion Loan Noteholder has agreed to inform the Master Servicer
of its name, address, taxpayer identification number and wiring instructions (to the extent the foregoing information is not already
contained in the related Intercreditor Agreement) and of any transfer thereof (together with any instruments of transfer). The
name and address of each initial Serviced Companion Loan Noteholder as of the Closing Date is set forth on Schedule VII
hereto. The Master Servicer shall be entitled to conclusively rely upon the information delivered by any Serviced Companion Loan
Noteholder until it receives notice of transfer or of any change in information.


 



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In
no event shall the Master Servicer be obligated to pay any party the amounts payable to a Serviced Companion Loan Noteholder hereunder
other than the Person listed as the applicable Serviced Companion Loan Noteholder on the Serviced Companion Loan Noteholder Register.
In the event that a Serviced Companion Loan Noteholder transfers the related Serviced Companion Loan without notice to the Master
Servicer, the Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Companion Loan and
shall have no obligation to recover and redirect such payment.


 


The
Master Servicer shall promptly provide the names and addresses of any Serviced Companion Loan Noteholder to any party hereto,
any related Companion Loan Noteholder or any successor thereto upon written request, and any such party or successor may, without
further investigation, conclusively rely upon such information. The Master Servicer shall have no liability to any Person for
the provision of any such names and addresses.


 


(c)       The
Directing Holder shall not owe any fiduciary duty to the Trustee, any Master Servicer, any Special Servicer, any Certificateholder
(including the Directing Holder, if applicable) or any noteholder of a Serviced Whole Loan. The Directing Holder will not have
any liability to the Certificateholders (including the Directing Holder, if applicable) or any other noteholder of a Serviced
Whole Loan, as applicable, for any action taken, or for refraining from the taking of any action or the giving of any consent,
pursuant to this Agreement, or for errors in judgment.


 


(d)       With
respect to any Serviced Whole Loan, the Directing Holder shall be entitled to exercise the consent rights, cure rights and purchase
rights, as applicable, to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms of the
related Intercreditor Agreement and this Agreement.


 


(e)       The
Special Servicer (if any Serviced Companion Loan is a Specially Serviced Loan or has become a Serviced REO Loan) or the Master
Servicer (otherwise), as applicable, shall take all actions relating to the servicing and/or administration of, and (subject to
Section 3.13 and Section 3.17 of this Agreement and the following paragraph) the preparation and delivery of reports
and other information with respect to, the Serviced Whole Loan related to any Serviced Companion Loan or any related Serviced
REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed by a servicer,
in any case pursuant to and as required by each related Intercreditor Agreement and/or any related mezzanine intercreditor agreement
existing on the Closing Date and any related Intercreditor Agreement or mezzanine intercreditor agreement not existing on the
Closing Date that is provided to the Master Servicer or Special Servicer, as applicable. In addition notwithstanding anything
herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Companion Loan:


 


(i)       none
of the Master Servicer, the Special Servicer or the Trustee shall make any P&I Advance with respect to the Serviced Companion
Loan; and


 


(ii)      the
Master Servicer and the Special Servicer shall each consult with and obtain the consent of the related Serviced Companion Loan
Noteholder(s) to the extent required by the related Intercreditor Agreement.






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The
Master Servicer or Special Servicer, as applicable, shall timely provide to each related Serviced Companion Loan Noteholder any
reports or notices required to be delivered to such Serviced Companion Loan Noteholder pursuant to the related Intercreditor Agreement,
and the Special Servicer shall reasonably cooperate with the Master Servicer and the Master Servicer shall reasonably cooperate
with the Special Servicer in preparing/delivering any such report or notice with respect to special servicing matters.


 


If
any Serviced Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor
trust” (within the meaning of the Grantor Trust Provisions), then neither the Master Servicer nor the Special Servicer shall
knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely
affect the tax status of such grantor trust as a grantor trust.


 


The
parties hereto acknowledge that a Serviced Companion Loan Noteholder shall not (1) owe any fiduciary duty to the Trustee, the
Certificate Administrator, the Master Servicer, the Special Servicer or any Certificateholder or (2) have any liability to the
Trustee or the Certificateholders for any action taken, or for refraining from the taking of any action pursuant to the related
Intercreditor Agreement or the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a
Certificate, shall be deemed to have confirmed its understanding that a Serviced Companion Loan Noteholder (i) may take or refrain
from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special
relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take
no action against a Serviced Companion Loan Noteholder or any of its officers, directors, employees, principals or agents as a
result of such special relationships or conflicts and (iii) shall not be liable by reason of its having acted or refrained from
acting solely in its interest or in the interest of its affiliates.


 


The
parties hereto recognize and acknowledge the respective rights of each Serviced Companion Loan Noteholder under the related Intercreditor
Agreement. Each of the rights of a Serviced Companion Loan Noteholder under or contemplated by this Section 3.27(e) may
be exercisable by a designee thereof on its behalf; provided that the Master Servicer, the Special Servicer, the Certificate
Administrator and the Trustee are provided with written notice by the related Serviced Companion Loan Noteholder of such designation
(upon which such party may conclusively rely) and the contact details of the designee.


 


Notwithstanding
anything herein or in the Intercreditor Agreement to the contrary, no direction or objection by the Serviced Companion Loan Noteholder
may require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision of any Mortgage Loan,
applicable law, this Agreement, any Intercreditor Agreement or the REMIC Provisions, including without limitation the Master Servicer’s
or Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special
Servicer, the Depositor, a Mortgage Loan Seller, the Operating Advisor, the Asset Representations Reviewer, the Paying Agent,
the Trust Fund, the Certificate Administrator (in any of its capacities) or the Trustee to liability, or materially expand the
scope of the Master Servicer’s or Special Servicer’s responsibilities hereunder.


 






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Any
reference to servicing any of the Mortgage Loans in accordance with any of the related Loan Documents (including the related Mortgage
Note and Mortgage) shall also mean, in the case of a Serviced Whole Loan, in accordance with the related Intercreditor Agreement.


 


To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Serviced Whole Loan or a Non-Serviced Whole Loan are deemed incorporated herein by reference, and the parties
hereto shall comply with those provisions as if set forth herein in full.


 


For
purposes of exercising any rights that the Directing Holder of the Mortgage Note for any Mortgage Loan in a Serviced Whole Loan
may have under the related Intercreditor Agreement, the Directing Holder shall be the designee of the Trust, as such noteholder,
and the Trustee shall, upon request, take such actions as may be necessary under the related Intercreditor Agreement to effect
such designation. The Certificate Administrator shall provide notice of the identity of the Directing Holder (to the extent the
Certificate Administrator has received notice of a change in the identity of the Directing Holder), upon request, to the other
parties to the related Intercreditor Agreement, to the extent the identity and contact information of such parties to such Intercreditor
Agreement are actually known to the Certificate Administrator.


 


(f)       With
respect to a Non-Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above described information
in Section 3.13(c) and Section 3.13(d) hereof to the same Persons as described above in Section 3.13(c) and
Section 3.13(d) and according to the same time frames as described above in Section 3.13(c) and Section 3.13(d),
to the extent such Master Servicer has timely received such information from the Other Servicer under the Other Pooling and Servicing
Agreement.


 


Promptly
following the Closing Date or, as applicable, upon the receipt of notice by the Certificate Administrator of the related Servicing
Shift Securitization Date, the Certificate Administrator shall send written notice (which notice may be by email) substantially
in the form of Exhibit EE hereto, accompanied by a copy of an executed version of this Agreement, with respect to each
Non-Serviced Mortgage Loan to each applicable Other Depositor, Other Servicer, Other Special Servicer, Other Trustee, Other Operating
Advisor and Other Asset Representations Reviewer stating that, as of the Closing Date, the Trustee is the holder of the applicable
Non-Serviced Mortgage Loan and directing each such recipient to remit to the Master Servicer no later than one (1) Business Day
after each Determination Date all amounts payable to, and to forward, deliver or otherwise make available, as the case may be,
to the Master Servicer no later than one (1) Business Day after each Determination Date all reports, statements, documents, communications
and other information that are to be forwarded, delivered or otherwise made available to, the holder of the applicable Non-Serviced
Mortgage Loan under the related Intercreditor Agreement and Other Pooling and Servicing Agreement. Such notice shall also provide
contact information for the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Directing Holder,
the 17g-5 Information Provider and the Rating Agencies.


 


With
respect to a Non-Serviced Mortgage Loan, if the applicable Other Servicer, Other Special Servicer or Other Trustee shall be replaced
in accordance with the terms of the





 



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related Other Pooling and Servicing Agreement,
promptly upon notice thereof, the applicable party to this Agreement that receives such notice shall, upon request, acknowledge
such successor as the successor to the Other Servicer, Other Special Servicer or Other Trustee, as the case may be.


 


With
respect to a Non-Serviced Mortgage Loan, upon its receipt of written notice of the replacement of the Master Servicer, the Special
Servicer or the Trustee, the Certificate Administrator shall give prompt written notice thereof to each related Other Servicer,
Other Special Servicer, Other Trustee and Other Operating Advisor, together with relevant contact information of the successor
Master Servicer, Special Servicer or Trustee, as applicable.


 


With
respect to each Serviced Whole Loan, the Master Servicer or the Special Servicer, as applicable, shall provide each Companion
Loan Noteholder and, if applicable, related Non-Directing Holder (or its designee or representative), within the same time frame
and to the same extent it is required to provide such information and materials to the Certificateholders or the Directing Holder,
as applicable (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information
as a result of a Consultation Termination Event), hereunder with (1) copies of each financial statement received by the Master
Servicer pursuant to the terms of the related Loan Documents, (2) copies of any notice of default sent to the Borrower and (3)
subject to the terms of the Loan Documents, copies of any other documents or information relating to the Serviced Whole Loan (including,
without limitation, property inspection reports, loan servicing statements, Borrower requests and asset status reports) that the
Master Servicer delivers to the related Directing Holder and copies of any other notice, information or report that it is required
to provide to the Directing Holder pursuant to this Agreement with respect to any Major Decision or with respect to any “major
decisions” or “major actions” as set forth in the related Intercreditor Agreement or the implementation of any
recommended actions outlined in an Asset Status Report relating to such Serviced Whole Loan. Any copies to be furnished by the
Master Servicer or the Special Servicer may be furnished by hard copy or electronic means.


 


(g)       With
respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such
analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and
Servicing Agreement,
the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations
Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the
Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the Other Asset
Representations Reviewer or such other requesting party (not at its own expense or the expense of the Trust but at the expense
of the related mortgage loan seller, such Other Asset Representations Reviewer or such other requesting party to the Other Pooling
and Servicing Agreement), but only to the extent that (i) Other Asset Representations Reviewer or such other requesting party
has not been able to obtain such documents from the related mortgage loan seller or any party to the related Other Pooling and
Servicing Agreement, and (ii) such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or
the Custodian, as the case may be. For the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Trustee
or the Custodian (i) shall have any further obligations with respect to any such asset review nor shall any such party be bound
by the


 



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results of any such asset review, or (ii)
shall be obligated to provide such documents if providing such documents, in its reasonable determination, would be a violation
of this Agreement or any related Intercreditor Agreement.


 


(h)      To
the extent that the Other Pooling and Servicing Agreement or Intercreditor Agreement relating to any Non-Serviced Whole Loan permits
the holder of the related Non-Serviced Mortgage Loan to terminate the related Other Servicer or Other Special Servicer or appoint
a sub-servicer or replacement therefor, the Trustee may, and at the written direction of the Holders of at least 25% of the aggregate
Voting Rights of all Certificates (or the Depositor with respect to any such right arising from such Other Servicer’s or
Other Special Servicer’s failure to comply with Exchange Act reporting obligations) upon five (5) Business Days’ notice,
shall, exercise the right to terminate the related Other Servicer or Other Special Servicer or appoint a sub-servicer or replacement
therefor, as applicable.


 


(i)       To
the extent of any conflict between this Agreement and any Intercreditor Agreement, the terms of the Intercreditor Agreement shall
control.


 


Section
3.28    Directing Holder Contact with the Master Servicer and the Special Servicer. Each of the Master Servicer and
the Special Servicer shall, not more frequently than once per month, without charge, make a knowledgeable Servicing Officer via
telephone available during normal business hours to verbally answer questions from the Directing Holder (for so long as no Consultation
Termination Event has occurred and is continuing) and the Operating Advisor regarding the performance and servicing of the Mortgage
Loans and/or REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible.


 


Section
3.29   Controlling Class Certificateholders, the Directing Holder and the Risk Retention Consultation Parties;
Certain Rights and Powers of the Directing Holder and the Risk Retention Consultation Parties. (a) 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
Registrar and to notify the Certificate Registrar of the transfer of any Control Eligible Certificate (or the beneficial
ownership of any Control Eligible Certificate), the selection of a Directing Holder or the resignation or removal thereof.
Any such Certificateholder (or Certificate Owner) or its designee at any time appointed Directing Holder 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 Registrar when such Certificateholder (or Certificate Owner) or designee is
appointed Directing Holder and when it is removed or resigns. Upon receipt of such notice, the Certificate Registrar shall
notify the Special Servicer, the Master Servicer, the Certificate Administrator, the Depositor, the Operating Advisor, the
Asset Representations Reviewer, the Trustee, each Serviced Companion Loan Noteholder of the identity of the Directing Holder,
any resignation or removal thereof and/or any new Holder or Certificate Owner of a Control Eligible Certificate.


 


On
the Closing Date, the initial Directing Holder shall execute a certification substantially in the form of Exhibit L-1G
to this Agreement. Upon the resignation or removal of the existing Directing Holder, any successor Directing Holder shall also
execute and deliver a





 



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certification substantially in the form
of Exhibit L-1G to this Agreement to the parties to this Agreement prior to being recognized as the new Directing Holder.
Upon the resignation or removal of any existing Risk Retention Consultation Party, any successor Risk Retention Consultation Party
shall execute and deliver a certification substantially in the form of Exhibit L-1H to this Agreement prior to being recognized
as the new Risk Retention Consultation Party. The parties hereto shall be entitled to assume that the Risk Retention Consultation
Party has not changed absent such notice.


 


In
addition, upon the request of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or, for so long as no Consultation Termination Event has occurred and is continuing, the Directing Holder, the Certificate
Registrar shall promptly (but no later than five (5) Business Days after such request) provide to the requesting party the identity
of the then-current Controlling Class and a list of the Holders of Certificates of the Controlling Class. However, if any Certificate
of the Controlling Class is a Global Certificate, then the Certificate Administrator shall promptly (but in no event more than
five (5) Business Days following such request) request from the Depository, with the assistance of the Trustee, the list of Depository
Participants for the Controlling Class and make reasonable efforts to obtain a list of Certificate Owners from such Depository
Participants, and the Certificate Administrator shall provide such list of Depository Participants and such list of Certificate
Owners (to the extent the Certificate Administrator obtains such list of Certificate Owners), to the requesting party promptly
upon receipt. The Certificate Administrator shall be entitled to conclusively rely on the list of Depository Participants for
the Controlling Class provided by the Depository and the list of Certificate Owners provided by any Depository Participant and
shall not have any liability for such reliance; provided that, if any Certificate of the Controlling Class is a Global
Certificate and the Certificate Administrator has actual knowledge of the identity of the related Certificate Owners, then the
Certificate Administrator shall include such Certificate Owner in the list provided to any requesting party pursuant to first
sentence of this paragraph. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Directing Holder
shall be entitled to conclusively rely on any such information so provided. Any expenses incurred in connection with obtaining
such information shall be at the expense of the requesting party, except that if (i) such expenses arise in connection with an
event as to which the Directing Holder has review, consent or consultation rights with respect to an action taken by, or report
prepared by, the requesting party pursuant to this Agreement or the related Other Pooling and Servicing Agreement or in connection
with a request made by the Operating Advisor in connection with its obligation under this Agreement to deliver a copy of the Operating
Advisor Annual Report to the Directing Holder and (ii) the requesting party has not been notified of the identity of the Directing
Holder or reasonably believes that the identity of the Directing Holder has changed, then such expenses shall be at the expense
of the Trust.


 


To
the extent the Master Servicer has actual knowledge of any change in the identity of a Holder (or Certificate Owners) of the Controlling
Class, then the Master Servicer shall promptly notify the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Special Servicer thereof, who may rely conclusively on such notice from the Master Servicer.


 


(b)       The
initial Directing Holder on the Closing Date with respect to clause (b) of the definition of “Directing Holder” shall
be Eightfold Real Estate Capital, L.P. The





 



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Certificate Registrar shall be entitled
to assume Eightfold Real Estate Capital, L.P., or any subsequent Directing Holder under clause (b) of the definition of “Directing
Holder” selected in accordance with this Agreement and notified to the Certificate Registrar thereof in writing, is the
Directing Holder appointed by the Holder (or Certificate Owner) of each Class of Control Eligible Certificates, until the Certificate
Registrar receives (i) written notice of a replacement Directing Holder from a majority of the Controlling Class Certificateholders
by Certificate Balance, (ii) written notice from a majority of the Controlling Class Certificateholders, by Certificate Balance,
that a Directing Holder is no longer designated, (iii) written notice from a Directing Holder of the resignation of such Directing
Holder, or (iv) written notice that the Holder (or Certificate Owner) of a majority of the applicable Class of Control Eligible
Certificates is no longer the Holder (or Certificate Owner) of a majority of the applicable Class of Control Eligible Certificates
due to a transfer of those Certificates (or a beneficial ownership interest in those Certificates). Upon the resignation of a
Directing Holder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing
Holder.


 


In
the event either (y) the Certificate Registrar receives notice identified in any of clause (ii) through (iv) of the
immediately preceding paragraph and no successor Directing Holder is then identified to the Certificate Registrar or (z) a
party to this Agreement requests from the Certificate Administrator the identity of the Directing Holder and such identity is
not known to the Certificate Administrator, then the Certificate Administrator shall promptly deliver a notice of such event
(the “Initial Notice”) to all the Certificateholders via the Depository (and a copy of such Initial Notice
shall be simultaneously sent to each of the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor),
which notice shall include a request that the Controlling Class Certificateholder that believes it may own the largest
aggregate Certificate Balance of the Controlling Class represent in writing to the Certificate Administrator that it owns the
largest aggregate Certificate Balance of the Controlling Class (with evidence of its ownership) and provide its contact
information. Upon receipt of such written representation (and any subsequent written representation), the Certificate
Administrator shall deliver a notice (the “Subsequent Notice”) to all the Certificateholders via the
Depository of such representation (and a copy of such Subsequent Notice shall be simultaneously sent to each of the Master
Servicer, the Special Servicer, the Trustee and the Operating Advisor) and so long as another party holding an equal or
larger aggregate Certificate Balance of the Controlling Class does not provide a written representation within thirty (30)
days from the date of delivery of the latest Subsequent Notice, the party making the original assertion shall become the
Controlling Class Certificateholder until replaced by another party pursuant to the terms of this Agreement.
Notwithstanding the foregoing, Controlling Class Certificateholder(s) providing notice that it (or they) are the Holders of a
majority of the Controlling Class Certificateholders, by Certificate Balance, shall have the right to select the Directing
Holder at any time without regard to such 30-day period, and a Directing Holder selected by the Holders of a majority of the
Controlling Class Certificateholders, by Certificate Balance, shall be recognized as such immediately upon being selected in
accordance with this Agreement whether or not such 30-day period has expired.


 


In
the event that a Directing Holder is selected pursuant to this Section 3.29(b) or there is deemed to be no Directing Holder
pursuant to this (b), the Certificate Registrar shall notify the Special Servicer, the Master Servicer, the Certificate
Administrator, the Depositor, the





 



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Operating Advisor, the Asset Representations
Reviewer and the Trustee of the identity of the new Directing Holder or the absence of a Directing Holder, as applicable.


 


At
any time more than 50% of the Percentage Interest of the Controlling Class Certificateholders direct the Certificate Administrator
in writing to hold an election for a Directing Holder, the Certificate Administrator shall hold such election as soon as practicable
at the expense of such requesting Certificateholders.


 


(c)       The
Master Servicer, Special Servicer, Trustee, Operating Advisor and Asset Representations Reviewer shall be entitled to request
that the Certificate Administrator provide, and the Certificate Administrator shall promptly (but no later than five (5) Business
Days after such request) provide (i) for so long as no Consultation Termination Event has occurred and is continuing, the identity
of the Directing Holder, including names and contact information and, to the extent reasonably available, a list of Controlling
Class Certificateholders and (ii) confirmation as to whether a Control Termination Event, Consultation Termination Event or Operating
Advisor Consultation Event has occurred in the 12 months preceding any such request or any other period specified in such request.
In addition to the foregoing, (i) within two (2) Business Days of receiving notice of the selection of a new Directing Holder
or the existence of a new Controlling Class Certificateholder or (ii) within ten (10) days of the commencement or cessation of
any Consultation Termination Event, Control Termination Event or Operating Advisor Consultation Event, the Certificate Administrator
shall notify the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer
and post notice on the Certificate Administrator’s Website. Any expenses incurred in connection with obtaining such information
shall be at the expense of the requesting party, except that if (i) such expenses arise in connection with an event as to which
the Directing Holder has review, consent or consultation rights with respect to an action taken by, or report prepared by, the
requesting party pursuant to this Agreement or the related Other Pooling and Servicing Agreement or in connection with a request
made by the Operating Advisor in connection with its obligation under this Agreement to deliver a copy of the Operating Advisor
Annual Report to the Directing Holder and (ii) the requesting party has not been notified of the identity of the Directing Holder
or reasonably believes that the identity of the Directing Holder has changed, then such expenses shall be at the expense of the
Trust.


 


The
Special Servicer, the Master Servicer, the Certificate Administrator, the Depositor, the Operating Advisor, the Asset Representations
Reviewer and the Trustee shall be entitled to assume Eightfold Real Estate Capital, L.P. is the Directing Holder appointed by
the Holder (or Certificate Owner) of each Class of Control Eligible Certificates until such party receives notice to the contrary.
At any time that a party to this Agreement receives notice of the selection of a Directing Holder from the Certificate Registrar,
the Certificate Administrator or a majority of the Controlling Class Certificateholders, by Certificate Balance, then such party
to this Agreement shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class
Certificateholder and the Directing Holder. The Special Servicer shall have no obligation to obtain the consent of or consult
with any entity appointed as a successor Directing Holder until the Special Servicer receives written notice of such successor
Directing Holder’s identity and contact information.


 



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Additionally,
once a successor Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable)
shall be entitled to rely on such selection unless the Holders of the VRR Interest entitled to appoint the Risk Retention Consultation
Parties, by Certificate Balance, or such Risk Retention Consultation Party shall have notified the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Holder of the VRR Interest, in writing,
of the selection of a new Risk Retention Consultation Party.


 


(d)       If
to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate
Administrator shall notify the related Certificateholders of such Class (through the Depository) of such event.


 


(e)       Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Holder may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates or Companion Loan Noteholders;
(ii) the Directing Holder may act solely in the interests of the Holders of the Controlling Class (or, in the case of a Whole
Loan, in the interests of one or more Companion Loan Noteholders); (iii) the Directing Holder does not have any liability or duties
to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Holder may take actions that
favor the interests of the Directing Holder or one or more Classes of the Certificates including the Holders of the Controlling
Class (or, in the case of a Whole Loan, one or more Companion Loan Noteholders) over the interests of the Holders of one or more
Classes of Certificates and other Companion Loan Noteholders; and (v) the Directing Holder shall have no liability whatsoever
to any Certificateholder, the Trust, any Companion Loan Noteholder any party hereto or any other Person (including any Borrower
under a Mortgage Loan) for having so acted as set forth in clauses (e) through (e) of this paragraph, and no Certificateholder
or Companion Loan Noteholder may take any action whatsoever against the Directing Holder or any director, officer, employee, agent
or principal thereof for having so acted.


 


Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation
Parties may have special relationships and interests that conflict with those of Holders of one or more Classes of
Certificates; (ii) the Risk Retention Consultation Parties may act solely in the interests of the Holders of the VRR
Interest; (iii) the Risk Retention Consultation Parties do not have any liability or duties to the Holders of any Class of
Certificates; (iv) the Risk Retention Consultation Parties may take actions that favor interests of the Holders of one or
more Classes including the VRR Interest over the interests of the Holders of one or more other Classes of Certificates; and
(v) the Risk Retention Consultation Parties 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 the Risk Retention
Consultation Parties or any director, officer, employee, agent or principal of the Risk Retention Consultation Parties for
having so acted.


 


(f)       The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, Special Servicer, Trustee, the Operating Advisor, the Certificate Administrator or
any Certificateholder and provide such information to the requesting party.



 



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(g)       The
Directing Holder shall not have any consent or consultation rights with respect to any Mortgage Loan determined to be an Excluded
Loan as to either the Directing Holder or, except in the case of any Servicing Shift Mortgage Loan, the related Holder of the
majority of the Controlling Class. Likewise, a Risk Retention Consultation Party shall not have any consultation rights with respect
to any Mortgage Loan determined to be an Excluded Loan as to such Risk Retention Consultation Party. In the case of an Excluded
Loan relating to the Directing Holder, in respect of the servicing of any such Excluded Loan, a Control Termination Event and
Consultation Termination Event will be deemed to have occurred with respect to such Excluded Loan.


 


Section
3.30    Rating Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage Loan documents or other provisions
of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation as a
condition precedent to such action, if the party (the “Requesting Party”) attempting and/or required to obtain
such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation
and, within 10 Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s
Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency
is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such Requesting Party shall
be required to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s
Website) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request
the related Rating Agency Confirmation again (which may also be through direct communication). The circumstances described in
the preceding sentence are referred to in this Agreement as a “RAC No-Response Scenario.” Once the Requesting
Party has sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such Requesting Party, may, but shall
not be obligated to send such request directly to the Rating Agencies in accordance with the procedures set forth in Section
3.14.


 


If
there is no response to such Rating Agency Confirmation request within 5 Business Days of such second request in a RAC No
Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing
such request nor
waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage
Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed
not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special
Servicer, as the case may be, may then take such action if the Master Servicer or the Special Servicer, as applicable, confirms
its original determination (made prior to making such request) that taking the action with respect to which it requested the Rating
Agency Confirmation would still be consistent with the Servicing Standard, (y) with respect to a replacement of the Master Servicer
or Special Servicer, such condition shall be deemed not to apply (as if such requirement did not exist) if (i) the applicable
replacement master servicer or special servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3”
(in the case of the special servicer), if Fitch is the non-responding Rating Agency, (ii) it is listed on S&P’s Select
Servicer List as a U.S. Commercial Mortgage Master


 



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Servicer or U.S. Commercial Mortgage Special
Servicer, as applicable, if S&P is the non-responding Rating Agency or (iii) KBRA has not cited servicing concerns of the
applicable replacement master servicer or special servicer, as applicable, as the sole or a material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or
withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable replacement
master servicer or special servicer prior to the time of determination, if KBRA is the non-responding Rating Agency and (z) with
respect to a replacement or successor to the Operating Advisor in any circumstance where a Rating Agency Confirmation is required
pursuant to the terms hereof, such condition will be deemed to be waived with respect to any non-responding Rating Agency so long
as such Rating Agency has not cited concerns regarding the replacement operating advisor as the sole or material factor in any
qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings
downgrade or withdrawal) of securities in any other commercial mortgage-backed securities transaction with respect to which the
replacement operating advisor acts as trust advisor or operating advisor prior to the date of determination.


 


Any
Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such
written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5
Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.14(d) of this Agreement.


 


Promptly
following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section
3.30(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement
did not exist), the Master Servicer or Special Servicer, as the case may be, shall provide electronic written notice to the 17g-5
Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such
notice on the 17g-5 Information Provider’s Website in accordance with Section 3.14(d) of this Agreement.


 


(b)       Notwithstanding
anything to the contrary in this Section 3.30, for purposes of the provisions of any Loan Document relating to defeasance
(including without limitation the type of collateral acceptable for use as defeasance collateral), release or substitution of
any collateral, in the event of a RAC No-Response Scenario, any Rating Agency Confirmation requirement in the Loan Documents with
respect to which the Master Servicer or Special Servicer would have been required to make the determination described in Section
3.30(a) (as a result of such RAC No-Response Scenario) shall be deemed not to apply regardless of any such determination by
the Requesting Party (or, if the Requesting Party is the related Borrower, the Master Servicer (with respect to Performing Loans)
or the Special Servicer (with respect to Specially Serviced Loans and Serviced REO Loans), as applicable); provided that
the Requesting Party (or the Master Servicer or 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


 



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that such conditions
(other than the requirement for a Rating Agency Confirmation) have been satisfied.


 


(c)       For
all other matters or actions not specifically discussed in Section 3.30(a) above, the applicable Requesting Party shall
deliver a Rating Agency Confirmation from each Rating Agency.


 


(d)       Notwithstanding
the terms of the related Loan Documents, the other provisions of this Agreement or the applicable Intercreditor Agreement, 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 the related Whole Loan or any related REO Property (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 shall also require delivery of a Serviced Companion Loan Rating Agency Confirmation
as a condition precedent to such action from each related Serviced Companion Loan Rating Agency. Each Serviced 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 Serviced 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 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 Serviced Companion Loan Rating
Agency Confirmation, shall forward to one or more of its counterparts (i.e., the Other Servicer or Other Special Servicer, as
applicable), the Other 17g-5 Information Provider, 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, at the expense of the Other
Securitization to the extent not borne by the related Borrower, and in such format as the sender and recipient may reasonably
agree, (i) the request for such Serviced Companion Loan Rating Agency Confirmation, (ii) all materials forwarded to the 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 17g-5 Information Provider and (iii) any other
materials that the applicable Serviced Companion Loan Rating Agency may reasonably request in connection with such Serviced Companion
Loan Rating Agency Confirmation promptly following receipt of such request from the Other Trustee.


 


The
Certificate Administrator shall, promptly following receipt of written request from the Master Servicer or the Special Servicer,
as applicable, provide to the Master Servicer or the Special Servicer, as applicable, the contact information for the Other Servicer,
the Other Special Servicer, the Other Trustee and the Other 17g-5 Information Provider for the Other Securitization, solely to
the extent in its possession.


 


 



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Section
3.31    Appointment and Duties of the Operating Advisor.


 


(a)       The
Operating Advisor shall review (i) as the Operating Advisor’s obligations are provided in Section 3.23(e), Section
3.31 and Section 6.07, the actions of the Special Servicer with respect to any Specially Serviced Loan and, after the
occurrence and during the continuance of an Operating Advisor Consultation Event, the actions of the Special Servicer with respect
to Major Decisions relating to any Performing Loan; (ii) all reports by the Special Servicer made available to Privileged Persons
that are posted on the Certificate Administrator’s Website; and (iii) each Asset Status Report (after the occurrence and
during the continuance of an Operating Advisor Consultation Event) and each Final Asset Status Report delivered or made available
to the Operating Advisor. The Operating Advisor shall perform its duties hereunder in accordance with the Operating Advisor Standard.


 


In
addition and for the avoidance of doubt, although the Operating Advisor may have certain consultation duties with the Master Servicer
with respect to certain Major Decisions processed by the Master Servicer, the Operating Advisor will have no obligations or responsibility
at any time to review or assess the actions of the Master Servicer for compliance with the Servicing Standard, and the Operating
Advisor will not be required to consider such Master Servicer actions in connection with any Operating Advisor Annual Report.


 


(b)       The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged
Information” received from the Special Servicer or Directing Holder in connection with the Directing Holder’s exercise
of its rights under this Agreement (including, without limitation, in connection with any Asset Status Report) or otherwise in
connection with this transaction, except under the circumstances described in Section 3.31(g) and subject to any law, rule,
regulation, order, judgment or decree requiring the disclosure of such Privileged Information. Subject to the terms and conditions
in this Agreement related to Privileged Information, the Operating Advisor agrees that it shall use information received from
the Special Servicer pursuant to the terms of this Agreement solely for purposes of complying with its duties and obligations
hereunder.


 


(c)       Based
on the Operating Advisor’s review of (A) any assessment of compliance, any attestation report and other information delivered
to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s
Website during the prior calendar year, (B) prior to the occurrence and continuance of an Operating Advisor Consultation Event,
with respect to any Specially Serviced Loan, any related Final Asset Status Report or Major Decision Reporting Package and (C)
after the
occurrence and continuance of an Operating Advisor Consultation Event, any Asset Status Report and any Major Decision Reporting
Package, the Operating Advisor shall (if, at any time during the prior calendar year, (i) any Serviced Mortgage Loan was a Specially
Serviced Loan or (ii) the Operating Advisor was entitled to consult with the Special Servicer with respect to any Major Decision)
deliver to the Depositor, the Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on the
Certificate Administrator’s Website in accordance with Section 4.02(b)) and the 17g-5 Information Provider (which
shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with
Section 3.14(d)) within one hundred twenty (120) days of the end of the prior calendar year, an annual report (the “Operating
Advisor Annual Report”), substantially in the


 



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form of Exhibit BB (which form
may be modified or altered as to either its organization or content by the Operating Advisor, subject to compliance of such form
with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information;
provided, however, that in no event shall the information or any other content included in the Operating Advisor
Annual Report contravene any provision of this Agreement), that (A) sets forth whether the Operating Advisor believes, in its
sole discretion exercised in good faith, that the Special Servicer is operating in compliance with the Servicing Standard with
respect to its performance of its duties pursuant to this Agreement with respect to Specially Serviced Loans (and, after the occurrence
and during the continuance of an Operating Advisor Consultation Event, with respect to Major Decisions on Performing Loans) during
the prior calendar year on an Asset-Level Basis and (B) identifies (1) which, if any, standards the Operating Advisor believes,
in its sole discretion exercised in good faith, the Special Servicer has failed to comply and (2) any material deviations from
the Special Servicer’s obligations hereunder with respect to the resolution or liquidation of any Specially Serviced Loan
or REO Property (other than with respect to any REO Property related to any Non-Serviced Mortgage Loan or the Servicing Shift
Mortgage Loan); provided, however, that in the event the Special Servicer is replaced, the Operating Advisor Annual
Report shall only relate to the entity that was acting as Special Servicer as of December 31 in the prior calendar year and is
continuing in such capacity through the date of such Operating Advisor Annual Report; provided, further, that the
Operating Advisor shall prepare a separate Operating Advisor Annual Report relating to the Excluded Special Servicer and any Excluded
Special Servicer Mortgage Loan(s) serviced by such Excluded Special Servicer. In preparing any Operating Advisor Annual Report,
the Operating Advisor shall not be required to report on instances of non-compliance with, or deviations from, the Servicing Standard
or the Special Servicer’s obligations under this Agreement that the Operating Advisor determines, in its sole discretion
exercised in good faith, to be immaterial. Subject to the restrictions in this Agreement, each such Operating Advisor Annual Report
shall comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject
to any permitted exceptions). Such Operating Advisor Annual Report shall be delivered to the Depositor, the Certificate Administrator
(which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance
with Section 4.02(b)) and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report
on the 17g-5 Information Provider’s Website in accordance with Section 3.14(d)); provided, however,
that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business
Days prior to such Operating Advisor Annual Report’s delivery to the Depositor, the Certificate Administrator and the 17g-5
Information Provider. The Operating Advisor shall have
no obligation to adopt any comments to the Operating Advisor Annual Report that are provided by the Special Servicer.


 


In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report and the Operating Advisor shall not be subject to any liability arising from such
limitations and prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of
any information it is provided. If the Operating Advisor is prohibited or materially limited from





 



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obtaining Privileged Information and such
prohibition or limitation prevents 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 such Privileged Information.


 


(d)       [Reserved.]


 


(e)       With
respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, after the calculation has been
finalized (and, if an Operating Advisor Consultation Event has occurred and is continuing, prior to the utilization by the Special
Servicer of any of the calculations related to (i) Appraisal Reduction Amounts or (ii) net present value in accordance with
Section 1.02(i)), the Master Servicer or the Special Servicer, as applicable, 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 and in the possession of, or reasonably obtainable by, the Master Servicer or the Special Servicer,
as applicable, 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 review for accuracy and consistency with this Agreement 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. 


 


(i)    In
connection with this Section 3.31(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount or net present value or the application of the applicable non-discretionary portions of the
formula required to be utilized for such calculation, the Operating Advisor and the Master Servicer or the Special Servicer, as
applicable, shall consult with each other in order to resolve any material inaccuracy in the mathematical calculations or the
application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement
within five (5) Business Days of delivery of such calculations. The Special Servicer shall cooperate with the Master Servicer
and provide any information reasonably requested by the Master Servicer necessary for the calculation of the Appraisal Reduction
Amount that is in the Special Servicer’s possession or reasonably obtainable at no additional cost by the Special Servicer.
In the event the Operating Advisor and the Master Servicer or the Special Servicer, as applicable, are not able to resolve such
inaccuracies or disagreement prior to the end of such five (5) Business
Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate
Administrator shall examine the calculations and supporting materials provided by the Operating Advisor, the Special Servicer
or the Master Servicer, as applicable, and determine which calculation is to apply (and shall provide prompt written notice of
such determination to the Operating Advisor, the Master Servicer and the Special Servicer, as applicable). In making such determination,
the Certificate Administrator may hire an independent third party to assist with any such calculation at the expense of the Trust
and shall be entitled to conclusively rely on such third party’s determination (provided such third party has been
selected with reasonable care by the Certificate Administrator).


 



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(f)       Notwithstanding
the foregoing, with respect to the Operating Advisor’s review of Appraisal Reduction Amount or net present value calculations
as required above, the Operating Advisor’s recalculation shall not take into account the reasonableness of the Master Servicer’s
or Special Servicer’s, as applicable, property and borrower performance assumptions or other similar discretionary portions
of the net present value calculation or Appraisal Reduction calculation.


 


(g)       Notwithstanding
the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor’s
review shall be limited to an after-the-action review of any assessment of compliance report, any attestation report, any Major
Decision Reporting Package and/or Asset Status Report (in each case, after the occurrence and during the continuance of an Operating
Advisor Consultation Event), any Final Asset Status Report and other information delivered to the Operating Advisor by the Special
Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s Website during the prior
calendar year (together with any additional information and material reviewed by the Operating Advisor), and, therefore, it shall
have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers,
lockbox management, insurance policies, borrower substitutions, lease changes, additional borrower debt, defeasances, property
management changes, releases from escrow, assumptions and other similar actions that the Special Servicer may perform under this
Agreement and shall have no obligations at any time with respect to any Non-Serviced Mortgage Loan.


 


(h)       Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance
with the terms of Section 4.02(c) of this Agreement.


 


(i)       The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not, without the prior written consent of the Special Servicer and either the Directing Holder (with respect
to any Mortgage Loan other than a Non-Serviced Whole Loan and any applicable Excluded Loan and for so long as no Consultation
Termination Event is continuing) or the Risk Retention Consultation Parties (with respect to any Mortgage Loan other than a Non-Serviced
Whole Loan and any applicable Excluded Loan), as applicable, disclose such Privileged Information to any Person (including Certificateholders
other than the Directing Holder), other than (i) to the extent expressly required by this Agreement, to the other parties to this
Agreement with a notice indicating
that such information is Privileged Information or (ii) pursuant to a Privileged Information Exception or (3) where necessary
to support specific findings or conclusions concerning allegations of 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 the Special Servicer. Each
party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that such information
is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the
Special Servicer and the Directing Holder other than pursuant to a Privileged Information Exception. Notwithstanding the foregoing,
the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating
Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Operating


 



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Advisor. Subject to the terms and conditions
in this Agreement related to Privileged Information, the Operating Advisor agrees that it shall use information received from
the Special Servicer pursuant to the terms of this Agreement solely for purposes of complying with its duties and obligations
hereunder. In addition and for the avoidance of doubt, while the Operating Advisor may serve in a similar capacity with respect
to other securitizations that involve the same parties or borrower involved in this securitization, the knowledge of the employees
performing operating advisor functions for such other securitizations shall not be imputed to employees of the Operating Advisor
involved in this securitization.


 


(j)        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, as applicable. In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation rights. Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee shall be payable from funds
on deposit in the Collection Account as provided in Section 3.06 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 Borrower. When the
Operating Advisor has consultation rights with respect to a Major Decision under this Agreement, the Master Servicer or the Special
Servicer processing the Major Decision shall use efforts to collect the applicable Operating Advisor Consulting Fee from the related
Borrower in connection with such Major Decision that are consistent with the efforts that the Master Servicer or the Special Servicer,
as applicable, would use to collect any borrower-paid fees not specified in the related loan documents owed to it in accordance
with the Servicing Standard, but only to the extent not prohibited by the related Loan Documents. The Master Servicer or Special
Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Borrower
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.


 


(k)       The
Operating Advisor may delegate its duties to agents or subcontractors to the extent such agents or subcontractors satisfy clauses
(c), (d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Agreement. Notwithstanding the foregoing sentence,
the Operating Advisor shall remain obligated and primarily liable for any actions required to be performed hereunder in accordance
with the provisions of this Agreement without diminution of such obligation or liability or related obligation or liability by
virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor
to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing its obligations under
this Agreement.


 


Section
3.32    Delivery of Excluded Information to the Certificate Administrator.


 


(a)       Any
Excluded Information that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate
Administrator for posting to





 



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the Certificate Administrator’s
Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as is mutually acceptable
to the parties) in one or more separate files labeled “Excluded Information” followed by the applicable loan name
and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that is not appropriately
labeled and delivered in accordance with this Section 3.32 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 shall be posted on the Certificate Administrator’s Website under the “Excluded Information”
section, as provided under Section 4.02(b). When so posted, Excluded Controlling Class Holders shall be prohibited from
the access of Excluded Information with respect to any Excluded Controlling Class Mortgage Loans on the Certificate Administrator’s
Website (unless 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)). 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 notice with respect to the related Excluded Controlling Class Mortgage
Loan in the form of Exhibit L-1E to this Agreement. Nothing set forth in this Agreement shall prohibit the Directing Holder
or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded
Controlling Class Mortgage Loan with respect to which the Directing Holder or such Controlling Class Certificateholder is not
a Borrower Party and, if such Excluded Information is not available on the Certificate Administrator’s Website, such Directing
Holder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class
Mortgage Loan shall be permitted to obtain such information upon reasonable request in accordance with Section 3.14(c)
and the Master Servicer and the Special Servicer, as applicable, may require and rely on such certifications prior to releasing
any such information.


 


Section
3.33    Certain Matters with Respect to Joint Mortgage Loans.


 


(a)       If
a Mortgage Loan Seller of a Joint Mortgage Loan (a “Repurchasing Seller”) repurchases, or substitutes for,
the Note(s) (a “Repurchased Note”) related to such Joint Mortgage Loan that it sold to the Depositor, but the
other Mortgage Loan Seller of such Joint Mortgage Loan does not repurchase, or substitute for, the Note(s) related to such Joint
Mortgage Loan that it sold to the Depositor, the provisions of this Section 3.33 shall apply prior to the adoption, pursuant
to Section 12.08, of any amendment to this Agreement that provides otherwise. Each Mortgage Loan Seller of a Joint Mortgage
Loan has agreed pursuant to the terms
of the related Mortgage Loan Purchase Agreement that the terms set forth in this Section 3.33 with respect to the servicing
and administration of such Joint Mortgage Loan shall apply if one or more of the Notes related to such Joint Mortgage Loan has
been repurchased or, by way of substitution, otherwise removed from the Trust and at least one other Note related to such Joint
Mortgage Loan is included in the Trust until such time as all of the Notes related to such Joint Mortgage Loan are no longer included
in the Trust. For purposes of this Section 3.33 and Section 12.08 only, “Note” shall mean with
respect to any Joint Mortgage Loan, each original promissory note and all allonges that collectively represents the Note with
respect to such Joint Mortgage Loan and shall not be a collective reference to such promissory notes.


 



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(b)       Custody
of and record title under the Loan Documents with respect to the applicable Joint Mortgage Loan shall be held exclusively by the
Trustee or the Custodian as provided under this Agreement, except that the Repurchasing Seller shall hold and retain title to
its original Repurchased Note and any related endorsements thereof.


 


(i)       All
of the Notes with respect to any Joint Mortgage Loan shall be of equal priority, and no portion of any Note shall have priority
or preference over any other portion of the other Notes or security therefor. Payments from the related Borrower (including, without
limitation, any late fees) or any other amounts received with respect to each Note shall be collected as provided in this Agreement
by the Master Servicer and shall be applied upon receipt by the Master Servicer pro rata to each related Note based on
its respective Repurchased Percentage Interest, subject to Section 3.33(b)(ii). Payments or any other amounts received
with respect to the related Repurchased Note shall be held for the benefit of the applicable Repurchasing Seller and remitted
(net of its pro rata share of any Master Servicing Fees, Special Servicing Fees, Operating Advisor Fees and any other amounts
due to the Master Servicer or the Special Servicer) to the applicable Repurchasing Seller or its designee by the Master Servicer
on each Distribution Date pursuant to instructions provided by the applicable Repurchasing Seller and deposited and applied in
accordance with this Agreement, subject to (ii). If any Joint Mortgage Loan to which this Section 3.33 applies becomes
REO Loans, payments or any other amounts received with respect to any such Joint Mortgage Loan shall be collected and shall be
applied upon receipt by the Master Servicer pro rata to each related Note based on its respective Repurchased Percentage Interest,
subject to Section 3.33(b)(ii). Any Appraisal Reduction Amounts calculated with respect to any Joint Mortgage Loan subject
to this Section 3.33 shall be allocated to each related Note pro rata based upon the respective Stated Principal
Balances thereof.


 


(ii)       If
the Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due
under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Seller shall receive from the Master Servicer
an amount equal to such Repurchasing Seller’s Repurchased Percentage Interest of such payment. All expenses, losses and
shortfalls relating solely to such Joint Mortgage Loan including, without limitation, losses of principal or interest, Nonrecoverable
Advances, interest on Advances, Operating Advisor expenses, Special Servicing Fees, Workout Fees and Liquidation Fees (including
any such fees related to the applicable Notes), shall be allocated between the holders of the related Notes pro rata based
upon the respective Stated Principal Balances thereof. In no event shall any costs, expenses, fees or any other amounts related
to any Mortgage Loan or Joint Mortgage Loan other than the applicable Joint Mortgage Loan be deducted from payments or any other
amounts received with respect to such Joint Mortgage Loan and payable to the applicable Repurchasing Seller. For purposes of (i),
this (ii) and Section 3.33(g), “Repurchased Percentage Interest” shall mean the percentage interest
of the applicable Mortgage Loan Seller in the applicable Joint Mortgage Loan.


 


(iii)       A
Joint Mortgage Loan to which this Section 3.33 applies shall be serviced for the benefit of the applicable Repurchasing
Seller and the Certificateholders pursuant to the terms and conditions of this Agreement in accordance with the Servicing 





 



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Standard and in accordance with
the provisions herein as if (A) such Joint Mortgage Loan were a Serviced Loan Combination, (B) the related Note(s) not repurchased
were (1) a Mortgage Loan serviced pursuant to this Agreement and (2) the only Mortgage Loan that is part of such Joint Mortgage
Loan, and (C) the related Repurchased Note were a Serviced Companion Loan. No Repurchasing Seller shall be permitted to terminate
the Master Servicer, the Special Servicer or the Operating Advisor as servicer, special servicer or operating advisor, respectively,
of the related Repurchased Note. All rights of the mortgagee under each such Joint Mortgage Loan shall be exercised by the Master
Servicer or the Special Servicer, on behalf of the Trust to the extent of its interest therein and the applicable Repurchasing
Seller in accordance with this Agreement.


 


(iv)       The
related Repurchasing Seller shall be treated hereunder as if it were a Serviced Companion Loan Noteholder on a pari passu
basis. Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied to the applicable Notes shall
be deposited and disbursed in accordance with the provisions hereof relating to Serviced Companion Loan Noteholders. Compensation
shall be paid to the Master Servicer, the Special Servicer and the Operating Advisor with respect to each Repurchased Note as
provided in this Agreement as if each such Note were a Serviced Companion Loan. None of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligation to make P&I Advances with respect
to any Repurchased Note or, if no related Note is part of the Trust, an Advance with respect to any Repurchased Note. Except as
otherwise specified herein, the Master Servicer and the Special Servicer shall have no reporting requirement with respect to any
Repurchased Note other than to deliver to the related Repurchasing Seller any document as is required to be delivered to a Serviced
Companion Loan Noteholder hereunder.


 


(c)           If
any non-repurchased Note relating to a Joint Mortgage Loan to which this Section 3.33 applies is considered a Specially
Serviced Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The Special Servicer
shall cause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Seller in accordance
with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Workout Fee or Liquidation
Fee payable to the Special Servicer under this Agreement as with respect to a Serviced Companion Loan.


 


(d)          If
(A) the Master Servicer shall pay any amount to any Repurchasing Seller pursuant to the terms hereof in the belief or expectation
that a related payment has been made
or will be received or collected in connection with either or both of the applicable Notes and (B) such related payment is not
received or collected by the Master Servicer, then the applicable Repurchasing Seller shall promptly on demand by the Master Servicer
return such amount to the Master Servicer. If the Master Servicer determines at any time that any amount received or collected
by the Master Servicer in respect of any Joint Mortgage Loans to which this Section 3.33 applies must be returned to the
related Borrower or paid to any other person or entity pursuant to any insolvency law or otherwise, notwithstanding any other
provision of this Agreement, the Master Servicer shall not be required to distribute any portion thereof to the related Repurchasing
Seller, and such Repurchasing Seller shall promptly on demand by the Master Servicer repay (which obligation shall survive the
termination of this Agreement) any


 



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portion thereof that the Master Servicer
shall have distributed to such Repurchasing Seller, together with interest thereon at such rate, if any, as the Master Servicer
may pay to the related Borrower or such other person or entity with respect thereto.


 


(e)       Subject
to this Agreement (including, without limitation, the consent and consultation rights of the Directing Holder and any consultation
rights of the Operating Advisor), the Master Servicer or the Special Servicer, as applicable, on behalf of the holders of any
of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make all decisions and
determinations regarding the related Joint Mortgage Loan and (ii) enforce the applicable Loan Documents as provided hereunder.
Without limiting the generality of the preceding sentence, the Master Servicer or the Special Servicer, as applicable, may agree
to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on, permit
the release, addition or substitution of collateral securing, and/or permit the release of the related Borrower on or any guarantor
of any Joint Mortgage Loan it is required to service and administer as contemplated by this Section 3.33, without the consent
of the related Repurchasing Seller, subject, however, to the terms of this Agreement as they pertain to a Serviced Companion Loan.


 


(f)           In
taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be subject
to the same degree of care with respect to the administration and servicing of the Joint Mortgage Loan to which this Section
3.33 applies as is consistent with this Agreement; and shall be liable to any Repurchasing Seller only to the same extent
as set forth herein with respect to any holder of a Serviced Companion Loan.


 


(g)          If
the Trustee, the Master Servicer or the Special Servicer has made an Advance with respect to any Repurchased Note which would
otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable
Advance, the applicable Repurchasing Seller shall reimburse the Trust in an amount equal to such Repurchasing Seller’s Repurchased
Percentage Interest of such Nonrecoverable Advance with interest thereon; provided that, if the Repurchasing Seller does
not reimburse the Trustee, the Master Servicer or the Special Servicer, as applicable, the Master Servicer shall reimburse the
Trustee, itself and/or the Special Servicer, as applicable, for such amounts from the Collection Account. Notwithstanding the
foregoing, the applicable Repurchasing Seller shall not be obligated to reimburse the Trustee, the Master Servicer or the Special
Servicer (and amounts due to the applicable Repurchasing Seller shall not be offset) for Advances or interest thereon or any amounts
related to any Mortgage Loans or any other Joint Mortgage Loan other than such amounts relating to the applicable Repurchased
Note. To the extent that the applicable Repurchasing
Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered, the applicable Repurchasing Seller
shall receive a reimbursement from such recovery based on its Repurchased Percentage Interest of such recovery. This reimbursement
right shall not limit the Trustee’s, the Master Servicer’s or the Special Servicer’s rights to reimbursement
under this Agreement. Notwithstanding anything to the contrary contained herein, the total liability of each Repurchasing Seller
shall not exceed an amount equal to its Repurchased Percentage Interest of the amount to be reimbursed.


 



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(h)          Each
Repurchasing Seller shall have the right to assign the related Repurchased Note; provided that the assignee of the related
Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


 


(i)           The
Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement,
exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Seller as a holder
of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements, continuation statements
and other documents and instruments necessary to maintain the lien created by any Mortgage or other security document related
to the applicable Joint Mortgage Loan on the related Mortgaged Property and related collateral, any and all modifications, waivers,
amendments or consents to or with respect to the related Joint Mortgage Loan documents, and any and all instruments of satisfaction
or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related Repurchased
Note or related Repurchased Notes and the related Mortgaged Property all in accordance with, and subject to, the terms of this
Agreement. Each Repurchasing Seller agrees to furnish, or cause to be furnished, to the Master Servicer and the Special Servicer
any powers of attorney or other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the
case may be, to carry out its servicing and administrative duties under this Agreement related to the applicable Joint Mortgage
Loan; provided, however, that such Repurchasing Seller shall not be liable, and shall be indemnified by the Master
Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney
by the Master Servicer or the Special Servicer, as the case may be; and further provided that the Master Servicer or the
Special Servicer, without the written consent of the applicable Repurchasing Seller, shall not initiate any action in the name
of such Repurchasing Seller without indicating its representative capacity or take any action with the intent to cause and that
actually causes, such Repurchasing Seller to be registered to do business in any state.


 


(j)           Pursuant
to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Seller is required to deliver to the Master Servicer
or the Special Servicer, as applicable, the Loan Documents related to the applicable Repurchased Note, any requests for release
and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s
sale in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or rights provided by
the Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to the related Repurchased Note.


 


Section
3.34    Resignation Upon Prohibited Risk Retention Affiliation


 


Under
the Risk Retention Rule, any Third-Party Purchaser is prohibited from being Risk Retention Affiliated with, among other persons,
the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer.
As long as the prohibition exists, upon the occurrence of (i) a Servicing Officer of the Master Servicer or a Responsible Officer
of the Certificate Administrator or the Trustee, as applicable, obtaining actual knowledge that the Master Servicer, the Certificate
Administrator or the Trustee, as applicable, is or has become Risk Retention Affiliated with or a Risk Retention Affiliate of
a Third-Party Purchaser (in such case, an “Impermissible TPP Affiliate”), (ii) the Master Servicer, the Certificate
Administrator or the Trustee receiving written notice by any other party to this



 



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Agreement, a Third-Party
Purchaser, any Mortgage Loan Seller, any Underwriter or any Initial Purchaser that the Master Servicer, the Certificate Administrator
or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate, or (iii) the Operating Advisor or the Asset Representations
Reviewer obtaining actual knowledge that it is or has become a Risk Retention Affiliate of a Third-Party Purchaser or any other
party to this Agreement (in such case, an “Impermissible Operating Advisor Affiliate” and “Impermissible
Asset Representations Reviewer Affiliate”, respectively; and either of an Impermissible TPP Affiliate, an Impermissible
Operating Advisor Affiliate and an Impermissible Asset Representations Reviewer Affiliate being an “Impermissible Risk
Retention Affiliate”), such Impermissible Risk Retention Affiliate shall be required to promptly notify the Retaining
Sponsor and the other parties to this Agreement and resign in accordance with Section 6.04, Section 8.07 or Section
11.03, as applicable. The resigning Impermissible Risk Retention Affiliate will be required to bear all reasonable out-of-pocket
costs and expenses of each other party to this Agreement, the Issuing Entity and each Rating Agency in connection with such resignation
as and to the extent required under this Agreement; provided, however, if the affiliation causing an Impermissible Risk Retention
Affiliate is the result of a Third-Party Purchaser acquiring an interest in such Impermissible Risk Retention Affiliate or an
affiliate of such Impermissible Risk Retention Affiliate, then such costs and expenses will be an expense of the Issuing Entity.


 


Article
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section
4.01    Distributions. (a) REMIC-Related Deemed Deposits and Distributions. On each
Distribution Date, amounts held in the Lower-Tier Distribution Account shall be withdrawn (to the extent of the Aggregate
Available Funds, including or reduced by, to the extent required by Section 3.05(e) of this Agreement, the Withheld
Amounts, plus any amount withdrawn from the Gain-on-Sale Reserve Account pursuant to Section 3.05(i) of this
Agreement) in the case of all Classes of Lower-Tier Regular Interests (such amount, the “Lower-Tier Distribution
Amount”). On each Distribution Date, distributions in respect of principal shall be deemed to have been made on
each Class of Lower-Tier Regular Interests in an amount equal to the amount of principal actually distributed on its
respective Corresponding Certificates as provided in Section 4.01(b) of this Agreement. As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Lower-Tier Principal Balance thereof. On each Distribution Date,
distributions of interest made in respect of any Class of Regular Certificates on
each Distribution Date pursuant to Section 4.01(b), Section 4.01(c) or Section 9.01 of this Agreement shall
be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier
Regular Interest set forth in the Preliminary Statement to this Agreement; provided that each Lower-Tier Regular Interest
shall be deemed to have received distributions in respect of interest in an amount equal to the Interest Distribution Amount in
respect of the Class X-A Strip Rate, Class X-B Strip Rate, Class X-D Strip Rate or Class X-F Strip Rate of its Corresponding Class
X Component, as applicable, in each case to the extent actually distributed to the related Class of Corresponding Certificates
as provided in Section 4.01(b) of this Agreement.



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All
distributions of reimbursements of Realized Losses or VRR Realized Losses, as applicable, and Additional Trust Fund Expenses made
in respect of any Class of Principal Balance Certificates or the Class VRR Interest Certificates on each Distribution Date pursuant
to Section 4.01 of this Agreement shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement to this Agreement; provided that distributions of reimbursements of Realized Losses or VRR Realized Losses, as applicable, and Additional Trust Fund Expenses
shall be made in sequential order of the priority set forth in Section 4.01(b) and Section 4.01(c) for principal
distributions, up to the amount of Realized Losses or VRR Realized Losses, as applicable, and Additional Trust Fund Expenses previously
allocated to a particular Lower-Tier Regular Interest corresponding to such Class of Certificates.


 


On
each Distribution Date, the Certificate Administrator shall apply amounts related to each Prepayment Premium and Yield Maintenance
Charge then on deposit in the Lower-Tier Distribution Account and received during or prior to the related Collection Period to
the Lower-Tier Regular Interests in proportion to the amount of principal deemed distributed to each Class of Lower-Tier Regular
Interests on such Distribution Date pursuant to this Section 4.01(a).


 


The
Certificate Administrator shall be deemed to deposit the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums
and any Yield Maintenance Charges distributed to the Upper-Tier REMIC pursuant to this Section 4.01(a) into the Upper-Tier
Distribution Account. Any amount in respect of the Mortgage Pool that remains in the Lower-Tier Distribution Account on each Distribution
Date after the deemed distribution described in the preceding sentence shall be distributed to the Holders of the Class R Certificates
(in respect of the Class LTR Interest) (but only to the extent of such amount for such Distribution Date remaining in the Lower-Tier
Distribution Account, if any).


 


(b)       Distributions
of Available Funds. On each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier Distribution
Account the amounts deposited in the Upper-Tier Distribution Account to the extent of the Available Funds in respect of such Distribution
Date pursuant to Section 4.01(a) of this Agreement, and distribute such amount to the Holders of the Non-VRR Certificates
in the amounts and in the order of priority set forth below:


 


(i)        First,
to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class X-D and Class X-F Certificates, in
respect of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amount
for those Classes;


 


(ii)       Second,
to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4, Certificates, in reduction of the Certificate Balances thereof,
prior to the Crossover Date, in the following priority:


 


(A)       first,
to the Class A-SB Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount for such





 



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Distribution Date, until the
Certificate Balance of such Class is reduced to the Class A-SB Planned Principal Balance;


 


(B)       second,
to the Class A-1 Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-SB Certificates pursuant to (A) above in this clause
(b)(ii)) for such Distribution Date, until the Certificate Balance of such Class is reduced to zero;


 


(C)       third,
to the Class A-2 Certificates, in reduction of Certificate Balance thereof, an amount equal to the Principal Distribution Amount
(or the portion of it remaining after distributions on the Class A-1 and Class A-SB Certificates pursuant to (A) and (B) above
in this clause (b)(ii)) for such Distribution Date, until the Certificate Balance of such Class is reduced to zero;


 


(D)       fourth,
to the Class A-3 Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2 and Class A-SB Certificates pursuant to
(A), (B) and (C) above in this clause (b)(ii)) for such Distribution Date, until the Certificate Balance of such Class is reduced
to zero;


 


(E)       fifth,
to the Class A-4 Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-SB, and Class A-3 Certificates
pursuant to (A), (B), (C) and (D) above in this clause (b)(ii)) for such Distribution Date, until the Certificate Balance of such
Class is reduced to zero;


 


(F)       sixth,
to the Class A-SB Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates
pursuant to (A), (B), (C), (D) and (E) above in this clause (b)(ii)) for such Distribution Date, until the Certificate Balance
of such Class is reduced to zero;


 


(iii)       Third,
to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, up to an amount equal to, and pro rata based
upon, the aggregate unreimbursed Realized Losses previously allocated to those Classes of Certificates;


 


(iv)       Fourth,
to the Class A-M Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;


 


(v)       Fifth,
to the Class A-M Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class A-M is reduced to zero;







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(vi)       Sixth,
to the Class A-M Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to
such Class;


 


(vii)      Seventh,
to the Class B Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;


 


(viii)     Eighth,
to the Class B Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount
less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such
Class is reduced to zero;


 


(ix)       Ninth,
to the Class B Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such
Class;


 


(x)       Tenth,
to the Class C Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;


 


(xi)       Eleventh,
to the Class C Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount
less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such
Class C is reduced to zero;


 


(xii)       Twelfth,
to the Class C Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such
Class;


 


(xiii)     Thirteenth,
to the Class D Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;


 


(xiv)     Fourteenth,
to the Class D Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount
less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such
Class is reduced to zero;


 


(xv)      Fifteenth,
to the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such
Class;


 


(xvi)     Sixteenth,
to the Class E Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;


 


(xvii)    Seventeenth,
to the Class E Certificates in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount,
less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such
Class is reduced to zero;


 


(xviii)   Eighteenth,
to the Class E Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such
Class;




 



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(xix)     Nineteenth,
to the Class F Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;


 


(xx)      Twentieth,
to the Class F Certificates in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount
less the amount of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;


 


(xxi)     Twenty-first,
to the Class F Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such
Class;


 


(xxii)    Twenty-second,
to the Class G-RR Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;


 


(xxiii)   Twenty-third,
to the Class G-RR Certificates in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less the amount of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;


 


(xxiv)   Twenty-fourth,
to the Class G-RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to
such Class;


 


(xxv)    Twenty-fifth,
to the Class H-RR Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;


 


(xxvi)   Twenty-sixth,
to the Class H-RR Certificates in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less the amount of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;


 


(xxvii)  Twenty-seventh,
to the Class H-RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to
such Class; and


 


(xxviii) Twenty-eighth,
to the Class R Certificates (in respect of the Class UTR Interest), any amounts of Available Funds remaining in the Upper-Tier
Distribution Account.


 


Notwithstanding
the foregoing, on each Distribution Date occurring on and after the Crossover Date, regardless of the allocation of principal
payments described in priority Second above, the Principal Distribution Amount for such Distribution Date will be distributed
pursuant to Section 4.01(b)(ii) to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, pro rata,
based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until the Certificate Balance
of each such Class of Certificates is reduced to zero, and without regard to the Class A-SB Planned Principal Balance.


 


(c)      Distributions
of VRR Available Funds on the Class VRR Interest Certificates. On each Distribution Date, the Certificate Administrator shall
withdraw from the Upper-Tier Distribution Account the amounts on deposit therein, to the extent of the VRR





 



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Available Funds for such Distribution
Date, and shall distribute such amounts to the Holders of the Class VRR Interest Certificates in accordance with this section
(c).


 


On
each Distribution Date, the Certificate Administrator shall apply the then applicable VRR Available Funds for such Distribution
Date to make distributions to the Holders of the Class VRR Interest Certificates for the following purposes and in the following
order of priority:


 


(i)       first,
distributions of interest on the Class VRR Interest Certificates, 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 Class VRR Interest Certificates, up to an amount equal to the VRR
Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance of the Class VRR Interest
Certificates has been reduced to zero; and


 


(iii)    third,
reimbursements of prior write-offs of the Certificate Balance of the Class VRR Interest Certificates, up to an amount equal to
the unreimbursed VRR Realized Losses previously allocated to the Class VRR Interest Certificates;


 


provided that, with respect to any Distribution Date, to the extent that VRR Available Funds for such Distribution Date exceeds the
distributions to the Holders of the Class VRR Interest Certificates 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
VRR Interest Certificates.


 


(d)      Distributions
of Prepayment Premiums and Yield Maintenance Charges. On each Distribution Date, following the distribution from the Lower-Tier
Distribution Account in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a) of this Agreement, the
Certificate Administrator shall make distributions of any Prepayment Premiums and Yield Maintenance Charges collected on the Mortgage
Loans during the related Collection Period from amounts deposited in the Upper-Tier Distribution Account pursuant to Section
3.05(f) of this Agreement, as follows:


 


The
Non-VRR Percentage of the Prepayment Premiums and Yield Maintenance Charges collected on the Mortgage Loans during the related
Collection Period (such portion of such Prepayment Premiums and Yield Maintenance Charges, the “Non-VRR Prepayment Premiums
and Yield Maintenance Charges”) shall be distributed to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-M, Class B, Class C, Class D and Class E Certificates in an amount equal to, in the case of each such Class, the product
of (a) a fraction, not
greater than one, the numerator of which is the amount distributed as principal to such Class on such Distribution Date, and whose
denominator is the total amount distributed as principal to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class
A-M, Class B, Class C, Class D, Class E, Class F, Class G-RR and Class H-RR Certificates on such Distribution Date, (b) the Base
Interest Fraction for the related Principal Prepayment and such Class of Certificates and (c) the amount of such Non-VRR Prepayment
Premiums and Yield Maintenance Charges.


 



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Any
Yield Maintenance Charges or Prepayment Premiums collected on the Mortgage Loans collected during the related Collection Period
and remaining after such distributions described in the preceding paragraph (the “IO Group YM Distribution Amount”)
shall be allocated and distributed in the following manner:


 


(i)       to
the Class X-A Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the aggregate amount
of principal distributed on the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-M Certificates on such Distribution
Date and the denominator of which is the total Principal Distribution amount in respect of such Distribution Date, multiplied
by (b) the IO Group YM Distribution Amount;


 


(ii)      to
the Class X-B Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the aggregate amount
of principal distributed to the Class B and Class C Certificates on such Distribution Date and the denominator of which is the
total Principal Distribution Amount in respect of such Distribution Date, multiplied by (b), the IO Group YM Distribution Amount;
and


 


(iii)     to
the Class X-D Certificates, the IO Group YM Distribution Amount remaining after such distribution to the holders of the Class
X-A and Class X-B Certificates as described in (i) and (ii) above.


 


On
each Distribution Date, amounts on deposit in the Upper-Tier Distribution Account that represent the VRR Percentage of such Prepayment
Premiums and Yield Maintenance Charges collected on the Mortgage Loans during the related Collection Period shall be distributed
by the Certificate Administrator to the Holders of the Class VRR Interest Certificates, on a pro rata and pari passu
basis.


 


(e)       Gain-on-Sale
Accounts. 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 Gain-on-Sale Proceeds therein) would be sufficient to
pay all interest and principal due and owing to reimburse all previously allocated Realized Losses reimbursable to the Holders
of the Regular Certificates (exclusive of the Class VRR Interest 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 Gain-on-Sale Reserve Account
(or sub-account thereof) and shall deposit in the Lower-Tier Distribution Account on the applicable Master Servicer Remittance
Date an amount (to be included in the Aggregate Available Funds for the related Distribution Date) equal to the lesser of (i)
the amounts then on deposit in the Gain-on-Sale Reserve Account and (ii) the sum of (A) the amount of the applicable insufficiency
and (B) the VRR Allocation Percentage of the amount described in the immediately preceding clause (A).


 


Any
amounts remaining in the Gain-on-Sale Reserve Account after such distributions on any Distribution Date that (A) are allocable
to the Mortgage Loans shall be held and maintained in such account and applied to offset future Realized Losses and VRR Realized
Losses, as applicable, and Additional Trust Fund Expenses from time to time; and (B) are





 



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allocable to the Serviced Companion Loans,
shall be remitted within one Business Day after each such Distribution Date by the Certificate Administrator to the Master Servicer
(which shall remit to the Serviced Companion Loan Noteholders in accordance with Section 3.05(h)).


 


On
each Distribution Date, immediately after giving effect to the operation of the two preceding paragraphs, amounts held in the
Gain-on-Sale Reserve Account (other than amounts allocable to any related Serviced Companion Loan pursuant to the terms of any
related Intercreditor Agreement) that exceed amounts reasonably required (as determined by the Certificate Administrator) to offset
future Realized Losses and VRR Realized Losses, as applicable, and Additional Trust Fund Expenses, shall be distributed to the
Holders of the Class R Certificates (in respect of the Class LTR Interest) and, upon termination of the Trust Fund, any amounts
remaining in the Gain-on-Sale Reserve Account (other than amounts allocable to any related Serviced Companion Loan pursuant to
the terms of any related Intercreditor Agreement) shall be distributed by the Certificate Administrator to the Class R Certificates
(in respect of the Class LTR Interest). Amounts paid with respect to the Mortgage Loans from the Gain-on-Sale Reserve Account
pursuant to the preceding clauses (i) and (ii) shall first be deemed to have been distributed to the Lower-Tier
Regular Interests in reimbursement of Realized Losses and VRR Realized Losses, as applicable, and Additional Trust Fund Expenses
previously allocated thereto in the same manner as provided in Section 4.01(a) of this Agreement. Amounts paid from the
Gain-on-Sale Reserve Account will not reduce the Certificate Balances of any Class of Regular Certificates or receiving such distributions.


 


(f)       Realized
Losses. On each Distribution Date, immediately following the distributions to be made on such date pursuant to Section
4.01(b), the Certificate Administrator shall calculate the amount, if any, of the Realized Loss and VRR Realized Loss for
such Distribution Date. Any allocation of Realized Losses to any Class of Principal Balance Certificates and VRR Realized Losses
shall be made by reducing the Certificate Balance thereof by the amount so allocated. The allocation of Realized Losses and VRR
Realized Losses shall constitute allocations of losses and other shortfalls experienced by the Trust Fund.


 


The
Certificate Balances of each Class of Principal Balance Certificates will be reduced without distribution on any Distribution
Date as a write-off to the extent of any Realized Losses allocated to such Class of Certificates with respect to such date. Any
such write-offs will be applied to the Classes of Principal Balance Certificates in the following order, in each case until the
Certificate Balance of such Class is reduced to zero: first, to the Class H-RR Certificates; second, to the Class
G-RR Certificates; third, to the Class F Certificates; fourth, to the Class E Certificates; fifth, to the
Class D Certificates; sixth, to the Class C Certificates; seventh, to the Class B Certificates, eighth, to
the Class A-M Certificates; and finally, to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates,
pro rata, based on their respective Certificate Balances.


 


Any
Realized Losses so allocated to any Class of Certificates shall be allocated among the respective Certificates of such Class in
proportion to the Percentage Interests evidenced thereby.


 


Distributions
in reimbursement of Realized Losses or VRR Realized Losses, as applicable, previously allocated to the respective Classes of the
Principal Balance Certificates



 



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and distributions in
reimbursement of VRR Realized Losses previously allocated to the VRR Interest shall be made in the amounts and manner specified
in Section 4.01(b) or Section 4.01(c), as applicable. Additional Trust Fund Expenses and shortfalls in
Available Funds due to extraordinary expenses of the Trust Fund (including indemnification expenses), a reduction in the Mortgage
Rate on a Mortgage Loan by a bankruptcy court pursuant to a plan of reorganization or pursuant to any of its equitable powers,
or otherwise, shall be treated as and allocated in the same manner as Realized Losses and VRR Realized Losses. Reimbursement of
previously allocated Realized Losses and VRR Realized Losses will not constitute distributions of principal for any purpose and
will not result in an additional reduction in the Certificate Balance of the Class of Certificates or Class of Class VRR Interest
Certificates in respect of which any such reimbursement is made.


 


If
and to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage
Loans and previously resulted in a reduction of the Aggregate Principal Distribution Amount are subsequently recovered on the
related Mortgage Loan, then (on the Distribution Date related to the Collection Period during which the recovery occurred): (i)
the Non-VRR Percentage of the amount of such recovery will be added to the Certificate Balance of the Classes of Principal Balance
Certificates that previously were allocated Realized Losses, in the same sequential order as distributions pursuant to Section 4.01(b),
in each case up to the lesser of (A) the unallocated portion of the Non-VRR Percentage of the amount of such recovery and (B)
the amount of the unreimbursed Realized Losses previously allocated to the subject Class of Certificates, and the Interest Shortfall
with respect to each affected Class of Non-VRR 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 the reimbursed
Class of Principal Balance Certificates had never been written down; and (ii) the VRR Percentage of the amount of such recovery
will be added to the Certificate Balance of the VRR Interest up to the lesser of (A) the VRR Percentage of the amount of such
recovery and (B) the amount of the unreimbursed VRR Realized Losses previously allocated to the VRR Interest, and the interest
payable on the VRR Interest will be deemed increased by the VRR Allocation Percentage of any contemporaneous increases in interest
payable on the Non-VRR 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 is so 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 any Class of Principal Balance Certificates or the VRR 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 VRR 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.


 


With
respect to any Distribution Date, any Realized Losses or VRR Realized Losses, as applicable, allocated pursuant to this Agreement
with respect to such Distribution Date shall reduce the Lower-Tier Principal Balances of the Lower-Tier Regular Interests as a
write-off and shall be allocated among the Lower-Tier Regular Interests in the same priority as the Class of Corresponding Certificates.


 






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(g)           
All amounts distributable to a Class of Certificates pursuant to this Section 4.01 on each Distribution Date shall
be allocated pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests.
Such distributions shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record
on the related Record Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or
other entity located in the United States and having appropriate facilities therefor if such Holder shall have provided the Paying
Agent with wire instructions in writing at least five 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 (ii) otherwise, by check mailed by
first-class mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Holders of such final distribution.


 


(h)           
Except as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate Administrator
shall, as soon as reasonably practicable within the month preceding the month in which the final distribution with respect to
any Class of Certificates is expected to be made, mail to each Holder of such Class of Certificates on such date a notice to the
effect that:


 


(A)          
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


 


(B)          
if such final distribution is made on such Distribution Date, no interest shall accrue on such Certificates from and after such
Distribution Date;


 


provided that the Class R Certificates shall remain outstanding until no other Class of Certificates or Lower-Tier Regular Interests
are outstanding.


 


Any
funds not distributed to any Holder or Holders of such Classes of Certificates 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 for the benefit of
the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h)
shall not have been surrendered for cancellation within six months after the time specified in such notice, the
Certificate Administrator shall mail a second notice to the remaining non-tendering Holders 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 Holders concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Holders shall be paid out of such funds. Subject to applicable state escheatment laws,
if within two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying
Agent shall distribute to the Certificate


 



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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 Holder on any amount held hereunder or by the Certificate Administrator
as a result of such Holder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).
Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments and all income and gain
realized from investment of such funds shall accrue for its benefit.


 


(i)             
The Non-VRR Percentage of the Excess Prepayment Interest Shortfalls, if any, for each Distribution Date will be allocated (and
the Non-VRR Percentage of Compensating Interest Payments shall be deemed distributed) among the various Classes of Non-VRR Certificates,
and the VRR Percentage of the Excess Prepayment Interest Shortfall, if any, for each Distribution Date will be deemed allocated
(and the VRR Percentage of Compensating Interest Payments shall be deemed distributed) to the VRR Interest and, in each case,
correspondingly to the respective Class or Classes of Corresponding Lower-Tier Regular Interests, pro rata, based upon
the Interest Accrual Amount distributable to each such Class of Certificates prior to reduction by such Excess Prepayment Interest
Shortfalls. Compensating Interest Payments shall be deposited by the Master Servicer into the Collection Account on or prior to
the Master Servicer Remittance Date.


 


(j)             
On the final Master Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the
Certificate Administrator who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage
Loans that it is servicing and that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately
preceding Master Servicer Remittance Date in accordance with Section 3.06(e)(v) of this Agreement.


 


Section 4.02      
Statements to Certificateholders; Reports by Certificate Administrator; Other Information Available to the Holders and Others.
(a) On each Distribution Date, the Certificate Administrator shall prepare and make available on the Certificate Administrator’s
Website to each Certificateholder a statement (substantially in the form set forth as Exhibit K to this Agreement
and based on the information set forth in (i) the CREFC® Investor Reporting Package (CREFC®
IRP) prepared by the Master Servicer (other than the CREFC® Special Servicer Loan File) and the other reports prepared
by the Master Servicer, Certificate Administrator and Special Servicer relating to such Distribution Date, including the CREFC®
Special Servicer Loan File, upon which information the Certificate Administrator may conclusively rely, in accordance with
CREFC® guidelines and (ii) the CREFC® Reconciliation of Funds Template prepared by the Certificate
Administrator) as to distributions made on such Distribution Date (each, a “Distribution Date Statement”) setting
forth (with respect to each Class of Certificates) the following information:


 


(i)          the
Record Date, Interest Accrual Period, and Determination Date for such Distribution Date;





 



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(ii)         the
aggregate amount of the distribution to be made on such Distribution Date to the Holders of each Class of Certificates with a
Certificate Balance in reduction of the Certificate Balance of those Certificates;


 


(iii)        the
aggregate amount of the distribution to be made on such Distribution Date to the Holders of each Class of Certificates (other
than the Class R Certificates) allocable to (A) the Interest Accrual Amount, (B) Interest Shortfalls and/or (C) the
VRR Interest Distribution Amount;


 


(iv)      
the aggregate amount of Advances made in respect of the Distribution Date and the amount of interest paid on Advances since the
prior Distribution Date (including, to the extent material, the general use of funds advanced and general source of funds for
reimbursements);


 


(v)        the aggregate amount of compensation, if any, paid to the Trustee, the Certificate Administrator, CREFC®, the Operating
Advisor and the Asset Representations Reviewer and servicing compensation, if any, paid to the Master Servicer and the Special
Servicer for the related Determination Date and any other fees or expenses accrued and paid from the Trust Fund;


 


(vi)     
 (A) the Aggregate Available Funds for the Distribution Date, (B) the total amount of all principal and/or interest distributions,
as well as any other distributions (other than Yield Maintenance Charges), properly made on or in respect of any Class of Regular
Certificates with respect to such Distribution Date and (C) any other cash flows received on the Mortgage Loans and applied to
pay fees and expenses (including the components of the Aggregate Available Funds, or such other cash flows);


 


(vii)     
the amount of the distribution on the Distribution Date to the holders of any Class of Regular Certificates allocable to Prepayment
Premiums and Yield Maintenance Charges;


 


(viii)    
the accrued Interest Accrual Amount in respect of each Class of Regular Certificates for such Distribution Date;


 


(ix)       
the Pass-Through Rate for each Class of Regular Certificates for the Distribution Date and the next succeeding Distribution Date;


 


(x)        
the Principal Distribution Amount for the Distribution Date;


 


(xi)        the
aggregate Certificate Balance or aggregate Notional Amount, as the case may be, of each Class of Certificates (other than the
Class R Certificates), immediately before and immediately after such Distribution Date, separately identifying any
reduction in the aggregate Certificate Balance (or, if applicable, the aggregate Notional Amount) of each such Class as a result
of the allocation of any Realized Loss or VRR Realized Losses, as applicable, and/or Additional Trust Fund Expenses on such Distribution
Date;


 



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(xii)         
the fraction, expressed as a decimal carried to at least eight places, the numerator of which is the then related Certificate
Balance, and the denominator of which is the related initial aggregate Certificate Balance, for each Class of Regular Certificates
immediately following the Distribution Date;


 


(xiii)        
the amount of any Appraisal Reduction Amounts, Collateral Deficiency Amounts and Cumulative Appraisal Reduction Amounts allocated
during the related Collection Period on a loan-by-loan basis; and the total Appraisal Reduction Amounts, Collateral Deficiency
Amounts and Cumulative Appraisal Reduction Amounts as of such Distribution Date on a loan-by-loan basis;


 


(xiv)        
the number and related Stated Principal Balance of any Mortgage Loans modified, extended or waived on a loan-by-loan basis since
the previous Determination Date (including a description of any material modifications, extensions or waivers to Mortgage Loan
terms, fees, penalties or payments during the Collection Period or that have cumulatively become material over time);


 


(xv)         
the amount of any remaining unpaid Interest Shortfalls for each Class of Regular Certificates as of the Distribution Date;


 


(xvi)        
an loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment (other than Liquidation Proceeds
and Insurance Proceeds) during the related Collection Period and the amount of Principal Prepayment occurring, together with the
aggregate amount of Principal Prepayments made during the related Collection Period;


 


(xvii)       
an loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date;


 


(xviii)       the
amount of the distribution to the holders of each Class of Certificates on the Distribution Date attributable to reimbursement
of Realized Losses or VRR Realized Losses, as applicable;


 


(xix)         
as to any Mortgage Loan repurchased by a Mortgage Loan Seller or otherwise liquidated or disposed of during the related Collection
Period, (A) the Loan Number of the related Mortgage Loan and (B) the amount of proceeds of any repurchase of a Mortgage
Loan, 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;


 


(xx)         
 the amount on deposit in each of the Interest Reserve Account and the Gain-on-Sale Reserve Account before and after
giving effect to the distribution made on such Distribution Date (and any material account activity since the prior
Distribution Date);


 


(xxi)        
the then-current credit support levels for each Class of Certificates (other than the Class X and Class R Certificates);





 



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(xxii)        the
original and then-current ratings of each Class of Certificates (other than the Class R Certificates);


 


(xxiii)      
with respect to any REO Loan as to which the related Mortgaged Property became an REO Property during the preceding calendar month,
the city, state, property type, latest Debt Service Coverage Ratio and the current Stated Principal Balance;


 


(xxiv)       with
respect to any REO Property included in the Trust Fund at the close of business on the related Determination Date (A) the
Loan Number of the related Mortgage Loan and (B) the value of such REO Property based on the most recent Appraisal or valuation;


 


(xxv)       
with respect to any Serviced REO Property sold or otherwise disposed of during the related Collection Period and for which a Final
Recovery Determination has been made, (A) the Loan Number of the related Mortgage Loan, (B) the Realized Loss and VRR Realized
Loss attributable to the related Mortgage Loan, (C) the amount of sale proceeds and other amounts, if any, received in respect
of such Serviced REO Property during the related Collection Period and the portion thereof included in the Aggregate Available
Funds for such Distribution Date, (D) the date of the Final Recovery Determination and (E) the balance of the Gain-on-Sale Reserve
Account for such Distribution Date;


 


(xxvi)     
 the amount of the distribution on the Distribution Date to the holders of the Class R Certificates;


 


(xxvii)     
material breaches of Mortgage Loan representations and warranties or any covenants under this Agreement of which the Certificate
Administrator has received or delivered written notice;


 


(xxviii)    
the identity of the Operating Advisor;


 


(xxix)       
the amount of Realized Losses and VRR Realized Losses, Additional Trust Fund Expenses and Interest Shortfalls, if any, incurred
with respect to the Mortgage Loans during the related Collection Period and in the aggregate for all prior Collection Periods
(except to the extent reimbursed or paid);


 


(xxx)       
 an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during
the related Collection Period;


 


(xxxi)      
 the identity of the Controlling Class;


 


(xxxii)      
the identity of the Directing Holder; and


 


(xxxiii)      
such other information as contemplated by Exhibit K to this Agreement.


 


In
the case of information furnished pursuant to sub-clauses (ii), (iii), (v), (vii), (viii), (xv) and (xviii) above, the amounts
shall be expressed as a dollar amount in the aggregate



 






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for
all Certificates of each applicable Class and per $1,000 of original Certificate Balance or Notional Amount, as the case may be.


 


The
Master Servicer may omit from the reports that it delivers to the Certificate Administrator (and the Special Servicer may omit
from the reports it delivers to the Master Servicer) in connection with the preparation of the Distribution Date Statement any
information that the Master Servicer or the Special Servicer, as applicable, regards as confidential, so long as such information
is not required to be disclosed pursuant to Item 1125 of Regulation AB. 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 a Borrower, a Mortgage Loan Seller, the Depositor, any Sponsor, any party to this Agreement or a master servicer, a special
servicer or other similar party under an Other Pooling and Servicing Agreement or other third party that is included in any reports,
statements, materials or information prepared or provided by the Master Servicer, the Special Servicer, the Trustee or the Certificate
Administrator, as applicable.


 


If
and for so long as the Trust is subject to the reporting requirements of the Exchange Act, no Distribution Date Statement that
is part of any Commission filing shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency
to any Class of Certificates.


 


On
each Distribution Date, the Certificate Administrator shall make available 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 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.


 


The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by
virtue of its receipt and posting of such information to the Certificate Administrator’s Website or filing such information
pursuant to this Agreement, including, but not limited to, filing via through the EDGAR system, unless the Certificate Administrator
has an explicit obligation to review or prepare such information.


 


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 Certificateholder of record, a report summarizing on an annual basis (if appropriate)
the items provided to Certificateholders pursuant to clauses (ii) and (iii) above as to the applicable Class, aggregated
for such calendar year or applicable portion thereof during which such person was a Certificateholder, together with such other
information that the Certificate Administrator deems necessary or desirable, or that a Certificateholder or Certificate Owner
reasonably requests, to enable such Certificateholders to prepare their federal income tax returns. Such information
shall include the amount of original issue discount accrued on each Class of Certificates held by Persons other than Holders exempted
from the reporting requirements and information regarding the expenses of the Trust Fund. Such requirement shall be deemed to
be


 



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satisfied to the extent such information
is provided pursuant to applicable requirements of the Code from time to time in force.


 


On
each Distribution Date, the Certificate Administrator shall deliver the related Distribution Date Statement to the Depositor in
electronic format to dbinvestor@list.db.com (or to such other address as the Depositor shall specify by written notice to the
Certificate Administrator).


 


Upon
receipt of any Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
11.04(e), the Certificate Administrator shall include such summary in Item 1B on the Form 10-D for such period in which the
Asset Review Report Summary was delivered.


 


(b)     
 The Certificate Administrator shall make available via the Certificate Administrator’s Website, to any Privileged
Person (provided that the Prospectus, the Distribution Date Statements and the Commission filings will be made available
to the general public, and provided, further, that any Privileged Person that is a Borrower Party shall only be
entitled to access documents made available to the general public) the following items, in each case to the extent received by
the Certificate Administrator:


 


(i)       
 the following “deal documents”:


 


(A)          
the Prospectus;


 


(B)          
this Agreement, each sub-servicing agreement delivered to the Certificate Administrator from and after the Closing Date (if any),
the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


(C)          
the CREFC® Loan Setup File delivered to the Certificate Administrator by the Master Servicer;


 


(ii)         
the following “SEC EDGAR filings”:


 


(A)          
any reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect to the Trust
through the EDGAR system;


 


(iii)      
the following “periodic reports”:


 


(A)          
the Distribution Date Statements;


 


(B)         
the supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®
Investor Reporting Package (CREFC® IRP)” (other than the CREFC® Loan Setup File
and the CREFC® Special Servicer Loan File), to the extent it has received or prepared such report or file; and


 


(C)          
any Operating Advisor Annual Reports.





 



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(iv)      
the following “additional documents”:


 


(A)          
the summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format;


 


(B)          
any other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format; and


 


(C)          
the CREFC®  Appraisal Reduction Template;


 


(v)       
the following “special notices”:


 


(A)          
any notice with respect to a release pursuant to Section 3.10(g);


 


(B)          
all Special Notices;


 


(C)          
notice of any waiver, modification or amendment of any term of any Mortgage Loan;


 


(D)          
notice of final payment on the Certificates;


 


(E)          
all notices of the occurrence of any Servicer Termination Events (or any analogous servicer termination event under any Other
Pooling and Servicing Agreement relating to any Non-Serviced Whole Loan) received by the Certificate Administrator;


 


(F)          
notice of termination or resignation of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or the Trustee (and appointments of successors to the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee);


 


(G)          
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;


 


(H)          
any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer, the Operating
Advisor or the Asset Representations Reviewer;


 


(I)            
notice of the Certificate Administrator’s determination that an Asset Review Trigger is in effect and any other notice required
to be delivered to the Certificateholders pursuant to Section 11.01;


 


(J)            
any Asset Review Report Summary received by the Certificate Administrator;


 






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(K)          
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 Trustee’s or the Special Servicer’s, as the case may be, determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance;


 


(L)           
any notice of the termination of the Trust;


 


(M)         
any notice of the occurrence and continuance of a Control Termination Event or an Operating Advisor Consultation Event;


 


(N)          
any notice of the occurrence of a Consultation Termination Event;


 


(O)          
any notice of the occurrence of an Operating Advisor Termination Event;


 


(P)           
any notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(Q)          
any Proposed Course of Action Notice;


 


(R)          
all of the annual compliance statements and annual assessments as to compliance delivered to the Certificate Administrator since
the Closing Date pursuant to Section 10.11 and Section 10.12 of this Agreement;


 


(S)           
all of the annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator
since the Closing Date pursuant to Section 10.13 of this Agreement; and


 


(T)           
any notice or documents provided by the Depositor or the Master Servicer directing the Certificate Administrator to post to the
“special notices” tab;


 


(vi)        the
Investor Q&A Forum;


 


(vii)      
solely to Certificateholders and Certificate Owners, the Investor Registry; and


 


(viii)     
the “U.S. Risk Retention Special Notices” tab on the Certificate Administrator’s Website, to which the Certificate
Administrator shall post the disclosure required pursuant to 12 C.F.R. 244.4(c)(1)(ii) of the Risk Retention Rule;


 


provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence
of an Excluded Loan, the Certificate Administrator shall only be required to make available such notice of the occurrence and
continuance of a Control Termination Event or the notice of the occurrence and continuance of
a Consultation Termination Event to the extent the Certificate Administrator has been notified of such Excluded Loan.


 



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The
Certificate Administrator shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices”
tab described in clause (viii) above, provide email notification to any Privileged Person (other than Financial Market Publishers)
that has registered to receive access to the Certificate Administrator’s Website that a notice has been posted to the “U.S.
Risk Retention Special Notices” tab.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
(and not under any of the tabs or headings described in items (i) through (vii) above) and made available to Privileged Persons
other than Excluded Controlling Class Holders (unless loan-by-loan segregation is later performed by the Certificate Administrator
in which case such access by an Excluded Controlling Class Holder shall only be prohibited with respect to the related Excluded
Controlling Class Mortgage Loans). The “U.S. Risk Retention Special Notices” tab shall be available to Privileged
Persons (other than any Financial Market Publisher).


 


Any
Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items
made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission
filings on the Certificate Administrator’s Website, and (b) in the case of the Directing Holder or a Controlling Class Certificateholder,
if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee in physical form of an investor certification substantially in
the forms of Exhibit L-1D and Exhibit L-1E and upon delivery to the Certificate Administrator in physical form of
an investor certification substantially in the form of Exhibit L-1F, which shall include each of the CTSLink User ID’s
associated with such Excluded Controlling Class Holder, all information (other than Excluded Information) available on the Certificate
Administrator’s Website (unless loan-by-loan segregation is later performed by the Certificate Administrator in which case
such access by an Excluded Controlling Class Holder shall only be prohibited with respect to the related Excluded Controlling
Class Mortgage Loans).


 


In
the case of the Directing Holder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon
delivery of an investor certification substantially in the form of Exhibit L-1B hereto, such Directing Holder or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an investor
certification in the form of Exhibit L-1B hereto from the Directing Holder or a Controlling Class Certificateholder to
the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit
L-1D hereto from the Directing Holder or a Controlling Class Certificateholder to the effect that such Person is an Excluded
Controlling Class Holder with respect to one or more Excluded Controlling Class Mortgage Loan(s). In the event the Directing Holder
or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly notify each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially
in the form of Exhibit L-1E that such party is
an Excluded Controlling Class Holder and identify the Excluded Controlling Class Mortgage Loan(s) and thereafter shall not be
entitled to any Excluded Information related to such Excluded Controlling Class Mortgage Loan(s) and made available on the Certificate
Administrator’s 


 



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Website. With respect to any Excluded
Information, each of the Master Servicer, the Special Servicer and the Operating Advisor shall mark or label such information
as “Excluded Information” prior to delivery to the Certificate Administrator, and the Certificate Administrator shall
segregate on the Certificate Administrator’s Website such Excluded Information (and may be segregated on loan-by-loan basis)
from information relating to other Mortgage Loans. 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
Directing Holder and all beneficial owners of the Certificates of the Controlling Class are not Excluded Controlling Class Holders
except to the extent that the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as
applicable, has received such notice from the Directing Holder or a Controlling Class Certificateholder that it has become an
Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate
Administrator shall be liable for any communication to the Directing Holder or 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 a summary of an Asset Status Report or 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 (i) any written notice from the Directing Holder or a Controlling Class Certificateholder that it is no longer an Excluded
Controlling Class Holder and (ii) any certification delivered by the Directing Holder or a Controlling Class Certificateholder,
as applicable, substantially in the form of Exhibit L1-B that such Person is no longer an Excluded Controlling Class Holder.
To the extent the Directing Holder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any
Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information,
such Directing Holder or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly
provide any information related to the Excluded Controlling Class Mortgage Loan to the related Borrower or to any Excluded Controlling
Class Holder or (A) any employees or personnel of such Directing Holder or Controlling Class Certificateholder or any Affiliate
involved in the management of any investment in the related Borrower or the related Mortgaged Property or (B) to its actual knowledge,
any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower, 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 any of the Risk Retention Consultation Parties or a Holder of a Class VRR Interest Certificate receives access pursuant
to this Agreement to any information solely related to a Mortgage Loan with respect to which such party is a Borrower Party (which
shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports related to Specially
Serviced Loans conducted by the Special Servicer or any Excluded
Special Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator regarding the
Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations, and any Officer’s
Certificates delivered by the


 



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Trustee, the Master Servicer or the Special
Servicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, but in each case
other than information with respect to such Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool
level), on the Certificate Administrator’s Website or otherwise receives access to such information, such Risk Retention
Consultation Party or Holder of a Class VRR Interest Certificate shall be deemed to have agreed that it (i) will not directly
or indirectly provide any such information to (A) the related Borrower Party, (B) any employees or personnel of such Risk Retention
Consultation Party or Holder of a Class VRR Interest 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 place in order to comply with the obligations described in clause (i) above. For the avoidance
of doubt, for the purposes of this paragraph, 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 Loan) shall be considered information that is aggregated with information of other Mortgage Loans at a pool
level.


 


The
Certificate Administrator makes no representations or warranties as to the accuracy or completeness of such information and assumes
no responsibility therefor. In addition, the Certificate Administrator may disclaim responsibility for any information distributed
or filed by the Certificate Administrator for which it is not the original source. The Certificate Administrator shall not be
responsible for the accuracy or completeness of any information supplied to it by the Master Servicer or Special Servicer that
is included in any reports, statements, materials or information prepared or provided by the Master Servicer or Special Servicer,
as applicable, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s reports
and the Special Servicer’s reports without any duty or obligation to recompute, verify or re-evaluate any of the amounts
or other information stated therein. In connection with providing access to the Certificate Administrator’s Internet website,
the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall
not be liable for the dissemination of information in accordance herewith. Notwithstanding anything herein to the contrary, the
Certificate Administrator shall not be liable for any Excluded Information to the extent such information was included in any
summary of an Asset Status Report or Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate
Administrator’s Website and not properly identified as Excluded Information.


 


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
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.


 






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(c)            
The Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders
and Certificate Owners who are Privileged Persons may (A) submit questions to the Certificate Administrator relating to the
Distribution Date Statement, (B) submit questions to the Master Servicer or the Special Servicer, as applicable, relating
to the reports being made available pursuant to this Section 4.02(c), the Mortgage Loans or the Mortgaged Properties
(other than a Non-Serviced Mortgage Loan) or related Mortgaged Properties and (C) submit questions to the Operating Advisor
relating to the Operating Advisor Annual Reports or actions by the Master Servicer or the Special Servicer as to which the Operating
Advisor has consultation rights, whether or not referenced in any Operating Advisor Annual Reports or other reports prepared by
the Operating Advisor (collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries that
have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the Master Servicer,
the Special Servicer or the Operating Advisor, the Certificate Administrator shall forward the Inquiry to the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, (and in the case of an inquiry relating to a Non-Serviced Mortgage
Loan, to the applicable party under the Other Pooling and Servicing Agreement) in each case within a commercially reasonable period
following receipt thereof. Following receipt of an Inquiry, the Certificate Administrator, the Master Servicer, the Special Servicer
(other than with respect to the Non-Serviced Mortgage Loans or related Mortgaged Properties) or the Operating Advisor, as applicable,
unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Master Servicer,
Special Servicer or the Operating Advisor shall be sent by email to the Certificate Administrator. The Certificate Administrator
shall post (within a commercially reasonable period following preparation or receipt of such answer, as the case may be) such
Inquiry and the related answer to the Investor Q&A Forum. If the Certificate Administrator, the Master Servicer, the Special
Servicer or the Operating Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope
outlined 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 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 Master Servicer, the Special Servicer or the Operating Advisor, as applicable, (v) answering such inquiry would require the
disclosure of Privileged Information (subject to the Privileged Information Exception), (vi) answering such inquiry would or is
reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product, or (vii) answering
any Inquiry is otherwise not advisable for any reason, it shall not be required to answer such Inquiry and, in the case of the
Master Servicer, the Special Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator, and the Certificate
Administrator shall not post such Inquiry on the Investor Q&A Forum. In addition, no party shall post or otherwise disclose
information known to such party to be Privileged Information as part of its response to any Inquiry. The Certificate Administrator
shall notify the Person who submitted such Inquiry if the Inquiry will not be answered. The Certificate Administrator shall not
be required to post to the Investor Q&A Forum 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 between the Certificate Administrator or other Person which are not submitted via the Investor
Q&A Forum.


 



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In addition, no party is permitted to
post or otherwise disclose direct communication with the Directing Holder or any Risk Retention Consultation Party (in its capacity
as Risk Retention Consultation Party) as part of its response to any questions. In the case of an Inquiry relating to a Non-Serviced
Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related non-serviced master
servicer or the related non-serviced special servicer, as applicable; provided that the Certificate Administrator shall
not be responsible for the content of such answer or any delay or failure to obtain such answer.


 


(d)           
The Certificate Administrator shall make available to any Certificateholder and Certificate Owner, 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 contact 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 email address, as well as certain optional fields such as address,
phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies the Certificate 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.


 


(e)            
The Master Servicer may at its sole cost and expense, but is not required to, make any of the reports or files it delivers pursuant
to this Agreement available on the Master Servicer’s website only with the use of a password, in which case the Master Servicer
shall provide such password to (i) the other parties to this Agreement, who by their acceptance of such password shall be
deemed to have agreed not to disclose such password to any other Person and (ii) each Certificateholder and prospective Certificateholder
who requests such password, provided that any such Certificateholder or prospective Certificateholder, as the case may
be, has delivered an Investor Certification to the Trustee, the Certificate Administrator and the Master Servicer. In connection
with providing access to the Master Servicer’s website, the Master Servicer may require registration and the acceptance
of a disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which may include, to
the extent the Master Servicer deems necessary or appropriate, conditioning access on execution of an agreement governing the
availability, use and disclosure of such information, and which may provide indemnification to the Master Servicer for any liability
or damage that may arise therefrom. The Master Servicer shall not be liable for dissemination of this information in accordance
with this Agreement, provided that such information otherwise meets the requirements
set forth herein with respect to the form and substance of such information or reports. The Master Servicer shall be entitled
to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect to information provided,
or any assumptions


 



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required to be made by such report. Notwithstanding
anything herein to the contrary, the Master Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website any reports or other information the Master Servicer is required or permitted to provide to
any Borrower with respect to such Borrower’s Mortgage Loan or Serviced Whole Loan to the extent such action does not conflict
with the terms of this Agreement, the terms of the related Loan Documents or applicable law. If the Master Servicer is required
to deliver any statement, report or other information under any provision of this Agreement, then, the Master Servicer may satisfy
such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such
statement, report or information in a commonly used electronic format, or (z) making such statement, report or information
available on its website, unless this Agreement expressly specifies a particular method of delivery; provided that all
reports required to be delivered to the Certificate Administrator shall be delivered in accordance with clause (x) or
(y) or, upon request, clause (z).


 


(f)            
Subject to Section 3.13, the Special Servicer shall from time to time (and, in any event, as may be reasonably requested
by the Master Servicer) provide the Master Servicer with such information in its possession regarding the Specially Serviced Loans
and REO Properties as may be reasonably necessary for the Master Servicer to prepare each report and any supplemental information
to be provided by the Master Servicer to the Certificate Administrator. Neither the Certificate Administrator nor the Depositor
shall have any obligation to recompute, verify or recalculate the information provided thereto by the Master Servicer. Unless
the Certificate Administrator has actual knowledge that any report or file received from the Master Servicer contains erroneous
information, the Certificate Administrator is authorized to rely thereon in calculating and making distributions to Certificateholders
and allocating Realized Losses to the Certificates in accordance with Section 4.01 of this Agreement and preparing
the statements to Certificateholders required by Section 4.02(a) of this Agreement.


 


(g)           
As soon as reasonably practicable, upon the written request of and at the expense of any Certificateholder, the Certificate Administrator
shall provide the requesting Certificateholder with such information that is in the Certificate Administrator’s possession
or can reasonably be obtained by the Certificate Administrator as is requested by such Certificateholder, for purposes of satisfying
applicable reporting requirements under Rule 144A under the Securities Act. Neither the Certificate Registrar nor the Certificate
Administrator shall have any responsibility for the sufficiency under Rule 144A or any other securities laws of any available
information so furnished to any person including any prospective purchaser of a Certificate or any interest therein, nor for the
content or accuracy of any information so furnished which was prepared or delivered to them by another.


 


(h)           
The Certificate Administrator shall make available at its offices, during normal business hours, upon not less than two Business
Days prior notice, for review by any Privileged Person and any Serviced Companion Loan Noteholder that is a Privileged Person
(solely with respect to items (ii) and (iii), to the extent such information relates to the related Serviced Companion Loan),
originals or copies of documents relating to the Mortgage Loans and any related REO Properties to the extent in its possession,
including, without limitation, the following
items (except to the extent prohibited by applicable law or under any of the related Loan Documents):


 



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(i)            
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(f) of this Agreement revealed that neither of the conditions
set forth in clauses (i) and (ii) thereof was satisfied;


 


(ii)            
the most recent annual (or more frequent, if available) operating statements, rent rolls (to the extent such rent rolls have been
made available by the related Borrower) and/or lease summaries and retail sales information, if any, received from the Master
Servicer or the Special Servicer in respect to each Mortgaged Property;


 


(iii)           
the Mortgage File, including any and all modifications, waivers and amendments of the terms of a Mortgage Loan or Serviced Whole
Loan entered into by the Master Servicer and/or the Special Servicer and delivered to the Certificate Administrator; and


 


(iv)           
any other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under
the Securities Act.


 


The
Certificate Administrator may require a Privileged Person to execute an Investor Certification prior to granting access to such
information, which may be in the form of a “click-through” confirmation. Copies of any and all of the foregoing items
will be available from the Certificate Administrator upon request. The Certificate Administrator will be permitted to require
payment by the requesting party (other than a Rating Agency) of a sum sufficient to cover the reasonable costs and expenses of
making such information available and providing any copies thereof. The Certificate Administrator’s obligation under this
Section 4.02(h) to make available any document is subject to the Certificate Administrator’s receipt of such
document.


 


The
Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this
Agreement.


 


(i)            
The Depositor hereby authorizes the Certificate Administrator to make available to any Financial Market Publisher or such other
vendor chosen by the Depositor that submits to the Certificate Administrator a certification substantially in the form of Exhibit L-2 to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered
or made available pursuant to this Section 4.02 to Privileged Persons.


 


Section 4.03      
Compliance with Withholding Requirements. Notwithstanding any other provision of this Agreement, the Paying Agent shall
comply with all federal withholding requirements with respect to payments to Certificateholders and other payees of interest,
original issue discount or other amounts that the Paying Agent reasonably believes are applicable under the Code. The consent
of Certificateholders or payees shall not be required for any such withholding. If the Paying Agent or its agent withholds any
amount from interest, original issue discount payments or other amounts or advances thereof to any Certificateholder or payee
pursuant to federal withholding requirements, the Paying Agent shall indicate the amount
withheld to such Certificateholder or payee. Any amount so withheld shall be treated as having been distributed to such Certificateholder
for all purposes of this Agreement.


 



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Section 4.04      
REMIC Compliance. (a) The parties intend that the Lower-Tier REMIC and the Upper-Tier REMIC shall constitute, and that
the affairs of the Lower-Tier REMIC and the Upper-Tier 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 at all times any Certificates are outstanding,
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
such REMIC and shall on behalf of each such REMIC:


 


(i)           
make or cause to be made an election, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, to be treated as a REMIC
on Form 1066 for its first taxable year, in accordance with the REMIC Provisions;


 


(ii)          
prepare and timely file, or cause to be prepared and timely filed, and cause the Trustee to sign (and the Trustee shall sign),
all required Tax Returns for the Lower-Tier REMIC and the Upper-Tier REMIC, using a calendar year as the taxable year for each
of such REMIC as required by the REMIC Provisions and other applicable federal, state or local income tax laws;


 


(iii)          prepare
and forward, or cause to be prepared and forwarded, to the Certificateholders and the IRS and applicable state and local tax authorities
all information reports as and when required to be provided to them in accordance with the REMIC Provisions;


 


(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 the Lower-Tier REMIC
and the Upper-Tier REMIC as a REMIC or is otherwise required by the Code, prepare 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)          
within 30 days of the Closing Date, obtain a taxpayer identification number for each of the Lower-Tier REMIC and the Upper-Tier
REMIC on IRS Form SS-4 and (in the case of the Upper-Tier REMIC only), furnish or cause to be furnished to the IRS, on Form 8811
or as otherwise may be required by the Code, the name, title and address of the person that the Certificateholders may contact
for tax information relating thereto (and the Certificate Administrator shall act as the representative of the Upper-Tier REMIC
for this purpose), together with such additional information as may be required by such 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, the Special Servicer or the Certificate Administrator
and necessary to make such filing); and


 





(vi)        
maintain such records relating to the Lower-Tier REMIC and the Upper-Tier REMIC as may be necessary to prepare the foregoing returns,
schedules, statements



 






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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 designated as the “partnership representative” within the meaning of Section 6223
of the Code of each Trust REMIC. Each Holder of a Percentage Interest in the Class R Certificates, by acceptance hereof,
is deemed to have consented to such designation and agrees to execute any documents required to give effect thereto, and any fees
and expenses incurred by the Certificate Administrator in connection with any audit or administrative or judicial proceeding shall
be paid by the Trust Fund.


 


The
Certificate Administrator shall not intentionally take any action or intentionally omit to take any action if, in taking or omitting
to take such action, the Certificate Administrator has actual knowledge that such action or omission (as the case may be) would
cause the termination of the REMIC status of the Lower-Tier REMIC or the Upper-Tier REMIC or the imposition of tax on the Lower-Tier
REMIC or the Upper-Tier REMIC (other than a tax on income expressly permitted to be received by the terms of this Agreement).
Notwithstanding any provision of this paragraph 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, the Trustee, the Master Servicer or the Special Servicer which does not
enable the Certificate Administrator to comply with any of clauses (i) through (vi) of the first paragraph of this Section 4.04(a) or which results in any action contemplated by clauses (i) or (ii) of the next succeeding sentence. In this
regard the Certificate Administrator shall (i) exercise reasonable care not to allow the occurrence of any “prohibited
transactions” within the meaning of Section 860F(a) of the Code, 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 the Lower-Tier REMIC or the Upper-Tier REMIC to tax (other than
a tax at the highest marginal corporate tax rate on net income from foreclosure property), or (c) cause the Lower-Tier REMIC
or the Upper-Tier REMIC to fail to qualify as a REMIC; and (ii) exercise reasonable care not to allow the Trust Fund to receive
any contributions, or any income from the performance of services or from assets not permitted under the REMIC Provisions to be
held by a REMIC (provided that the receipt of any income expressly permitted or contemplated by the terms of this Agreement
shall not be deemed to violate this clause). None of the Master Servicer, the Special Servicer, the Trustee or the Depositor shall
be (i) permitted to take any action that the Certificate Administrator would not be permitted to take pursuant to the preceding
two sentences or (ii) responsible or liable (except in connection with taking any act or omission referred to in the two
preceding sentences or the following sentence) for any failure by the Certificate Administrator to comply with the provisions
of this Section 4.04. The Depositor, the Trustee, the Master Servicer and the Special Servicer shall cooperate in
a timely manner with the Certificate Administrator in supplying any information within the Depositor’s, the Trustee’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.


 



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The
Certificate Administrator shall be responsible for the preparation of IRS Form W-9, if requested. The Trustee shall be entitled
to rely on any information contained therein and is hereby directed to execute such IRS Form W-9; provided that the Certificate
Administrator shall be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by applicable Treasury Regulations.


 


The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or
successor provisions) to any REMIC and (ii) to avoid payment by any Trust REMIC under Section 6226 of the Code (or successor provisions)
of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder of any Class R
Certificate, past or present. A Holder of any Class R Certificate agrees, by acquiring such interest, to any such elections
and to the Certificate Administrator’s designation as “partnership representative” of each REMIC under Section
6223 of the Code.


 


(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 Certificates: (i) each Mortgage Loan will
pay principal and interest in accordance with its terms and scheduled payments will be timely received on their Due Dates, provided that the Mortgage Loans will prepay in accordance with the Prepayment Assumption; (ii) none of the Sole Certificateholder,
the Master Servicer, the Special Servicer and the Certificateholder owning a majority of the Percentage Interests in the Controlling
Class 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 by a Mortgage Loan Seller pursuant to the terms of the related Mortgage Loan
Purchase Agreement.


 


Section 4.05      
Imposition of Tax on the Trust Fund. If any tax, including interest, penalties or assessments, additional amounts or additions
to tax, is imposed on the Lower-Tier REMIC or the Upper-Tier REMIC, such tax shall be charged against amounts otherwise distributable
to the Holders of the Certificates; provided that any taxes imposed on any net income from foreclosure property pursuant
to Section 860G(d) of the Code or any similar tax imposed by a state or local jurisdiction shall instead be treated
as an expense of the related Serviced REO Property in determining Net REO Proceeds with respect to the Serviced REO Property (and
until such taxes are paid, the Special Servicer from time to time shall withdraw from amounts in the REO Account (and, in the
case of any Serviced Whole Loan, from amounts in the Serviced Whole Loan REO Account) allocable to the Mortgage Loans and transfer
to the Certificate Administrator amounts reasonably determined by the Certificate Administrator to be necessary to pay such taxes,
which the Certificate Administrator shall maintain in a separate, non-interest-bearing account, and the Certificate Administrator
shall send to the Special Servicer for deposit in the REO Account (or, if applicable, the Serviced Whole Loan REO Account) the
excess determined by the Certificate Administrator from time to time of the amount in such account over the amount necessary to
pay such taxes) and shall be paid therefrom; 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)(xii) or, in the case of any
Serviced Whole Loan, in Section 3.06(b)(xiii), and the next sentence. Except as provided in the preceding sentence,
the Certificate Administrator is


 



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hereby authorized to and shall retain
or cause to be retained from Aggregate Available Funds sufficient funds to pay or provide for the payment of, and to actually
pay, such tax as is legally owed by the applicable Trust REMIC (but such authorization shall not prevent the Trustee from contesting,
at the expense of the Trust Fund or in the case of a Serviced Whole Loan with a Serviced Pari Passu Companion Loan, on a pro
rata basis as between the related Mortgage Loan and any related Serviced Pari Passu Companion Loan (based on their respective
outstanding principal balances)) 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 allocable to the Mortgage Loans from any
“prohibited transaction” under Section 860F(a) of the Code or (ii) the amount of any contribution to
the Lower-Tier REMIC or the Upper-Tier REMIC after the Startup Day that is subject to tax under Section 860G(d) of the
Code and use such income or amount, to the extent necessary, to pay such tax (and return the balance thereof, if any, to the Collection
Account, the Lower-Tier Distribution Account or the Upper-Tier Distribution Account). To the extent that any such tax is paid
to the IRS, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders
of the Class R Certificates, as the case may be, and shall distribute such retained amounts to the Holders of Regular Certificates,
or the Trustee as Holder of the Lower-Tier Regular Interests, until they are fully reimbursed and then to the Holders of the Class R
Certificates. Neither the Master Servicer, the Special Servicer, the Certificate Administrator, nor the Trustee shall be responsible
for any taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC except to the extent such tax is attributable to a breach
of a representation or warranty or the negligence or willful misconduct 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, provided, further, that such breach, act or omission could result
in liability under Section 6.03 of this Agreement, in the case of the Master Servicer, Section 4.04 of
this Agreement, in the case of the Trustee or Section 4.04 of this Agreement, in the case of the Certificate Administrator
in accordance with the standard of liability set forth in those sections. 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 Trustee’s or the Certificate
Administrator’s breaches, acts or omissions, the Trustee shall not be responsible for the breaches, acts or omissions of
the Certificate Administrator, the Master Servicer or the Special Servicer and the Certificate Administrator shall not be responsible
for the breaches, acts or omissions of the Trustee, the Master Servicer or the Special Servicer.


 


Section 4.06      
Remittances. On the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer with
respect to the Mortgage Loans that it is servicing shall:


 


(i)            
remit to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to Prepayment Premiums
and Yield Maintenance Charges, and, for deposit in accordance with Section 3.05(i) of this Agreement, Gain-on-Sale
Proceeds, in each case received by the Master Servicer in its Collection Period preceding such Distribution Date;


 



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(ii)             remit to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to the aggregate of
the Aggregate Available Funds for such Distribution Date;


 


(iii)            [Reserved];
and


 


(iv)           
remit to CREFC® the CREFC® Intellectual Property Royalty License Fee.


 


Section 4.07      
P&I Advances. (a)  On or before 3:00 p.m. (New York City time) on each Master Servicer Remittance Date,
the Master Servicer shall in the case of all Mortgage Loans either (i) remit to the Certificate Administrator for deposit into
the Lower-Tier Distribution Account from its own funds an amount equal to the aggregate amount of P&I Advances, if any to
be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account or the applicable Serviced
Whole Loan Collection Account for future distribution to Certificateholders in subsequent months in discharge of any such obligation
to make P&I Advances; provided that such amounts in the applicable Serviced Whole Loan Collection Account shall only
be applied up to the related Mortgage Loan’s pro rata share of the amounts held therein on such date, or (iii) make P&I
Advances in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made by the Master
Servicer, 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®. Any
amounts held in the Collection Account or any Serviced Whole Loan Collection Account, as applicable, for future distribution and
so used to make P&I Advances shall be appropriately reflected in the Master Servicer’s records and replaced by the Master
Servicer by deposit in the Collection Account or the applicable Serviced Whole Loan Collection Account, as applicable, on or before
the next succeeding P&I Advance Determination Date (to the extent not previously replaced through either (x) the deposit of
Late Collections of the delinquent principal and/or interest in respect of which such P&I Advances were made or (y) the deposit
of Periodic Payments collected prior to the expiration of any applicable grace period that ends after the P&I Advance Determination
Date in respect of which such P&I Advances were made). The Master Servicer shall notify the Trustee and the Certificate Administrator
of (i) the aggregate amount of P&I Advances for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances
for such Distribution Date, on or before the P&I Advance Determination Date. If the Master Servicer fails to make a required
P&I Advance by 3:00 p.m. (New York City time) on any Master Servicer Remittance Date, then the Trustee shall make such P&I
Advance pursuant to Section 7.06 of this Agreement by 12:00 noon (New York City time) on the related Distribution
Date, in each case unless the Master Servicer shall have cured such failure (and shall have provided written notice of such cure
to the Trustee) by 11:00 a.m. (New York City time) on such Distribution Date or the Trustee determines that such P&I Advance,
if made, would be a Nonrecoverable Advance. Neither the Master Servicer nor the Trustee shall be required to make principal or
interest advances with respect to any delinquent payment amounts due on any Companion Loan. If the Master Servicer or the Trustee
makes a P&I Advance with respect to any Mortgage Loan that is part of a Whole Loan with a related Serviced Companion Loan
or Non-Serviced Companion Loan, then it shall provide written notice
to the related Other Servicer, Other Special Servicer and Other Trustee of the amount of such P&I Advance with respect to
such Mortgage Loan within two (2) Business Days of making such P&I Advance.


 



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(b)           
Subject to Section 4.07(c) and 4.07(d) below, the aggregate amount of P&I Advances to be made by the Master
Servicer with respect to any Distribution Date shall equal the aggregate of: (i) the Periodic Payments (net of related Servicing
Fees (other than, in the case of any Non-Serviced Mortgage Loan, the servicing fee rate pursuant to the applicable Other Pooling
and Servicing Agreement)) that were due on the Mortgage Loans and any REO Loan (other than any portion of an REO Loan related
to a Companion Loan) during the related Collection Period and delinquent as of the P&I Advance Determination Date (or not
advanced by any Sub Servicer on behalf of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect
of its Balloon Payment as of the Master Servicer Remittance Date (including any REO Loan (other than any portion of an REO Loan
related to a Companion Loan) as to which the related Balloon Payment would have been past due), an amount equal to the Assumed
Scheduled Payment therefor. Subject to subsection (c) below, the obligation of the Master Servicer to make such P&I Advances,
with respect to the Mortgage Loans that it is servicing, is mandatory, and with respect to any applicable Mortgage Loan or REO
Loan, shall continue until (but not including) the Distribution Date on which Liquidation Proceeds or REO Proceeds, if any, are
to be distributed. The Periodic Payment or Assumed Scheduled Payment shall be reduced, for purposes of P&I Advances, by any
modifications pursuant to Section 3.26 of this Agreement or otherwise and by any reductions by a bankruptcy court
pursuant to a plan of reorganization or pursuant to any of its equitable powers.


 


(c)            
Notwithstanding anything herein to the contrary, no P&I Advance shall be required hereunder if the Master Servicer, the Special
Servicer or the Trustee, as applicable, determines that such P&I Advance would, if made, constitute a Nonrecoverable P&I
Advance. In addition, neither the Master Servicer nor the Trustee shall make any P&I Advance to the extent that it has received
written notice that the Special Servicer has determined (if no Consultation Termination Event has occurred and is continuing,
in consultation with the Directing Holder) that such P&I Advance would, if made, constitute a Nonrecoverable P&I Advance.
In making such recoverability determination, the Master Servicer, the Special Servicer and the Trustee, as applicable, will be
entitled to (i) give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect
to other Mortgage Loans, the recovery of which, at the time of such consideration, is being deferred or delayed by the Master
Servicer or the Trustee, as applicable, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery
not only for the P&I Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance
or Workout-Delayed Reimbursement Amount which is being or may be deferred or delayed, (ii) consider (among other things) the obligations
of the Borrower under the terms of the related Mortgage Loan (or the Whole Loan, as applicable) as it may have been modified,
(iii) 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 (consistent with the Servicing Standard in the case of the Master Servicer
and the Special Servicer) regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties,
(iv) estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer)
(among other things) future expenses and (v) estimate and consider (among other things) the timing of recoveries.


 


The
Master Servicer, the Special Servicer and the Trustee, as applicable, shall consider Unliquidated Advances in respect of prior
P&I Advances for purposes of





 



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nonrecoverability determinations as if
such Unliquidated Advances were unreimbursed P&I Advances. None of the Master Servicer or Trustee shall make any P&I Advances
with respect to delinquent amounts due on any Companion Loan. If an Appraisal of the related Mortgaged Property shall not have
been obtained within the prior 9-month period (and the Master Servicer and the Trustee shall each request any such appraisal from
the Special Servicer prior to ordering an Appraisal pursuant to this sentence) or if such an Appraisal shall have been obtained
but as a result of unforeseen occurrences, such Appraisal does not, in the good faith determination of the Master Servicer, the
Special Servicer or the Trustee, reflect current market conditions, and the Master Servicer or the Trustee, as applicable, and
the Special Servicer cannot agree on the appropriate downward adjustment to such Appraisal, the Master Servicer, the Special Servicer
or the Trustee, as the case may be, may, subject to its reasonable and good faith determination that such Appraisal will demonstrate
the nonrecoverability of the related Advance, obtain an Appraisal for such purpose at the expense of the Trust Fund (subject,
in the case of any Serviced Whole Loan, to the allocation provisions of the related Intercreditor Agreement).


 


Any
such determination by the Master Servicer, Special Servicer or the Trustee that the Master Servicer or Trustee, as applicable,
has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I
Advance shall be evidenced by a certificate of a Servicing Officer delivered to the Trustee, the Certificate Administrator, the
Operating Advisor, the Special Servicer, any related Serviced Pari Passu Companion Loan holder(s), the Directing Holder (but only
if no Consultation Termination Event has occurred and is continuing) and the Depositor and, in the case of the Trustee, by a certificate
of a Responsible Officer of the Trustee, delivered to the Depositor, the Directing Holder (but only if no Consultation Termination
Event has occurred and is continuing), the Operating Advisor, the Certificate Administrator, the Master Servicer and the Special
Servicer, which in each case sets forth such nonrecoverability determination and the considerations of the Master Servicer, Special
Servicer or the Trustee, as applicable, forming the basis of such determination (such certificate accompanied by, to the extent
available, income and expense statements, rent rolls, occupancy status, property inspections and other information used by the
Master Servicer, Special Servicer or the Trustee, as applicable, to make such determination, together with any existing Appraisal
or any Updated Appraisal); provided that with respect to any Specially Serviced Loan, the Special Servicer may, at its
option, make a determination in accordance with the Servicing Standard, that any P&I Advance previously made or proposed to
be made is nonrecoverable and shall deliver to the Master Servicer, the Directing Holder (but only if no Consultation Termination
Event has occurred and is continuing) (and, with respect to a Serviced Mortgage Loan, to any Other Servicer or Other Special Servicer
under the pooling and servicing agreement into which the related Companion Loan is deposited), the Operating Advisor, the Asset
Representations Reviewer, the Certificate Administrator, the Trustee and the 17g-5 Information Provider (who shall promptly post
such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), notice
of such determination, together with a certificate of a Servicing Officer and the supporting information described above. Any
such determination shall be conclusive and binding on the Master Servicer, the Special Servicer and the Trustee.


 


Any
such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
or prohibit any such other authorized Person from making a determination, that a P&I Advance constitutes, or would constitute
a





 



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Nonrecoverable Advance) and (consistent
with the Servicing Standard in the case of the Master Servicer or the Special Servicer) may obtain, at the expense of the Trust
Fund (subject, in the case of any Serviced Whole Loan, to the allocation provisions of the related Intercreditor Agreement), any
analysis, Appraisals or market value estimates or other information for such purposes. Absent bad faith, any such determination
as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders.


 


Notwithstanding
the above, (i) the Trustee shall be entitled to rely conclusively on and be bound by any determination by the Master Servicer
or the Special Servicer, as applicable, that a P&I Advance, if made, would be a Nonrecoverable P&I Advance and (ii) the
Master Servicer shall be entitled to rely conclusively on and be bound by any determination of the Special Servicer that a P&I
Advance, if made, would be a Nonrecoverable P&I Advance (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 an advance constitutes, or would constitute a Nonrecoverable Advance). The Trustee, in determining whether
or not a P&I Advance previously made is, or a proposed P&I Advance, if made, would be, a Nonrecoverable P&I Advance
shall use its good faith business judgment. The Special Servicer shall promptly furnish the Master Servicer and the Trustee with
any information in its possession regarding the Specially Serviced Loans and REO Properties as each such party may reasonably
request for purposes of making recoverability determinations.


 


(d)           
In connection with the recovery of any P&I Advance out of the Collection Account pursuant to Section 3.06(a) of
this Agreement or any Serviced Whole Loan Collection Account pursuant to Section 3.06(b) of this Agreement, the Master
Servicer shall be entitled to pay itself or the Trustee, as the case may be (in reverse of such order with respect to any Mortgage
Loan or REO Property) out of any amounts then on deposit in the Collection Account or the applicable Serviced Whole Loan Collection
Account (subject to the provisions of Section 3.06) (to the extent amounts therein relate to the Mortgage Loans, taking
into account the related Intercreditor Agreement), interest at the Reimbursement Rate in effect from time to time, accrued on
the amount of such P&I Advance from the date made to but not including the date of reimbursement with respect to the Mortgage
Loan that the Master Servicer is servicing; provided, however, that no interest will accrue on any P&I Advance
(i) made with respect to a Mortgage Loan until after the related Due Date has passed and any applicable grace period has expired
or (ii) if the related Periodic Payment is received after the Determination Date but on or prior to the Business Day immediately
prior to the related Distribution Date. The Master Servicer shall reimburse itself or the Trustee, as the case may be, for any
outstanding P&I Advance as soon as practicably possible after funds available for such purpose are deposited in the Collection
Account or the applicable Serviced Whole Loan Collection Account with respect to the Mortgage Loan that the Master Servicer is
servicing.


 


Notwithstanding
anything to the contrary contained in Section 4.06 of this Agreement, (i) neither the Master Servicer nor the Trustee
shall make an advance for Yield Maintenance Charges or Penalty Charges and (ii) if the Master Servicer receives notice of an Appraisal
Reduction Event and the related Appraisal Reduction Amount, the interest portion of any P&I Advance with respect to a Serviced
Mortgage Loan as to which there has been an Appraisal Reduction Amount will be an amount equal to the product of (x) the amount
required


 



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to be advanced without
giving effect to the Appraisal Reduction Amount and (y) a fraction, the numerator of which is the Stated Principal Balance of
such Mortgage Loan as of the immediately preceding Determination Date less any Appraisal Reduction Amount applicable to such Mortgage
Loan and the denominator of which is the Stated Principal Balance of such Mortgage Loan as of such Determination Date. All P&I
Advances for any Mortgage Loans that have been modified shall be calculated on the basis of their terms as modified. With respect
to any Non-Serviced Mortgage Loan, if the Master Servicer or the Trustee, as applicable, does not receive notice of an Appraisal
Reduction Event and the related Appraisal Reduction Amount from the related Other Servicer, then the Master Servicer or the Trustee,
as applicable, shall have no obligation to proportionately reduce the interest portion of any P&I Advance required to be made
by the Master Servicer or the Trustee, as applicable. With respect to any Non-Serviced Companion Loan that has already been securitized
prior to the Closing Date, the Certificate Administrator, on behalf of the Trust, shall notify each Other Servicer and each Other
Trustee of a Non-Serviced Mortgage Loan that (a) such Non-Serviced Mortgage Loan has been included in this Trust and (b) upon
(i) the existence of an Appraisal Reduction Event and/or (ii) the related calculation of any Appraisal Reduction Amount (or receipt
of notice of any such calculation), such Other Servicer shall provide the Master Servicer (who shall promptly provide to the Special
Servicer (who shall promptly forward, prior to a Consultation Termination Event, to the Directing Holder) and the Trustee with
prompt notice of the existence of any such Appraisal Reduction Event and/or any such Appraisal Reduction Amount once calculated.
With respect to any Serviced Companion Loan, the Master Servicer shall notify the related Other Servicer and Other Trustee of
the existence of an Appraisal Reduction Event and any related Appraisal Reduction Amount. The Master Servicer shall be deemed
to have delivered notice of any such Appraisal Reduction Event and any related Appraisal Reduction Amount if the Master Servicer
includes such event and/or amount in its monthly servicer statements provided to the other servicer.


 


The
portion of any Insurance Proceeds and Net Liquidation Proceeds in respect of a Mortgage Loan or any REO Loan allocable to principal
shall equal the total amount of such proceeds minus (i) any portion thereof payable to the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee pursuant to this Agreement
and (ii) a portion thereof equal to the interest component of the Periodic Payment(s), as accrued at the related Net Mortgage
Rate from the date as to which interest was last paid by the Borrower up to but not including the Due Date in the Collection Period
in which such proceeds are received; provided that, if the interest portion(s) of one or more P&I Advances with respect
of such Mortgage Loan or REO Loan, as applicable, were reduced as a result of an Appraisal Reduction Event, the amount of the
Net Liquidation Proceeds to be applied to interest shall be reduced by the aggregate amount of such reductions and the portion
of such Net Liquidation Proceeds to be applied to principal shall be increased by such amount, and if the amount of the Net Liquidation
Proceeds to be applied to principal has been applied to pay the principal of such Mortgage Loan or REO Loan in full, any remaining
Net Liquidation Proceeds shall then be applied to pay any remaining accrued and unpaid interest of such Mortgage Loan or REO Loan.


 


(e)            
With respect to any Non-Serviced Mortgage Loan, the Master Servicer, the Special Servicer and the Trustee will each be permitted
to make its determination that the Master Servicer or the Trustee has made a P&I Advance on such Mortgage Loan that is a





 



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Nonrecoverable P&I Advance or that
any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance with respect to such Mortgage Loan in
accordance with Section 4.07(a) independently of any determination made by the Other Servicer (or any master
servicer with respect to a commercial mortgage securitization holding another Non-Serviced Companion Loan related to such Non-Serviced
Mortgage Loan, if any) under the Other Pooling and Servicing Agreement (or any pooling and servicing agreement with respect to
a commercial mortgage securitization holding another Non-Serviced Companion Loan related to such Non-Serviced Mortgage Loan, if
any). If the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that a proposed P&I Advance with
respect to any Non-Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to any Non-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 Other Servicer (and any master servicer with respect to a commercial mortgage securitization
holding another Non-Serviced Companion Loan related to such Non-Serviced Mortgage Loan, if any), the Other Special Servicer and
Other Trustee with written notice of such determination, promptly and in any event within two (2) Business Days after such determination
or such longer time period permitted by the applicable Intercreditor Agreement. If the Master Servicer receives written notice
from an Other Servicer (relating to the Other Pooling and Servicing Agreement that governs the servicing and administration of
the related Non-Serviced Whole Loan) that it has determined, with respect to the related Non-Serviced Companion Loan, that any
proposed advance of principal and/or interest with respect to the related Non-Serviced Companion Loan would be, or any outstanding
advance of principal and interest is, a nonrecoverable advance of principal and/or interest, such determination shall be binding
on the Certificateholders, the Master Servicer or the Trustee; provided that, with respect to each Non-Serviced Whole Loan,
each of the Master Servicer and the Trustee shall be entitled to conclusively rely on any such nonrecoverability determination.


 


If
the Master Servicer receives notice from a Rating Agency that it is no longer approved as a master servicer for commercial mortgage
securitizations, it shall promptly notify the Trustee, any Other Trustee, any Other Servicer and any other trustee or master servicer
with respect to each commercial mortgage securitization that holds a Non-Serviced Companion Loan related to a Non-Serviced Mortgage
Loan, if any.


 


(f)            
With respect to any Serviced Whole Loan that has a Serviced Companion Loan, the Master Servicer, the Special Servicer and the
Trustee will be permitted to make its determination that the Master Servicer or the Trustee has made a P&I Advance on the
related Mortgage Loan that is a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute
a Nonrecoverable P&I Advance with respect to such Mortgage Loan in accordance with (a) independently of any determination
made in respect of the related Serviced Companion Loan, by the master servicer under the related Other Pooling and Servicing Agreement.
If the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that
a proposed P&I Advance with respect to such Serviced Whole Loan, if made, or any outstanding P&I Advance with respect
to any such Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance or if the Master Servicer,
the Special Servicer or the Trustee, as applicable, subsequently determines that a proposed Servicing Advance would be a Nonrecoverable
Advance or an outstanding Servicing Advance is or would be a Nonrecoverable Advance, the Master Servicer or Trustee, as applicable,
shall provide the Other


 



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Servicer, Other Special Servicer and the
Other Trustee under each related Other Pooling and Servicing Agreement with written notice of such determination, promptly and
in any event within two (2) Business Days after such determination or such longer time period permitted by the applicable Intercreditor
Agreement. If the Master Servicer receives written notice from any master servicer under any such Other Pooling and Servicing
Agreement that such master servicer has determined, with respect to the related Serviced Companion Loan, that any proposed advance
of principal and/or interest with respect to such Serviced Companion Loan would be, or any outstanding advance of principal and
interest is, a nonrecoverable advance of principal and/or interest, such determination shall not be binding on the Certificateholders,
the Master Servicer or the Trustee; provided that, with respect to each Non-Serviced Whole Loan, each of the Master Servicer
and the Trustee shall be entitled to conclusively rely on any such nonrecoverability determination.


 


(g)           
If the applicable Master Servicer receives notice from a Rating Agency that it is no longer approved as a master servicer for
commercial mortgage securitizations, it shall promptly notify the Trustee, any Other Trustee, any Other Servicer and any other
trustee or master servicer with respect to each commercial mortgage securitization that holds a Serviced Pari Passu Companion
Loan related to any Serviced Whole Loan, if any.


 


(h)           
The Master Servicer or the Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes to the
extent permitted pursuant to Section 3.06 of this Agreement together with any related Advance Interest Amount in respect
of such P&I Advances to the extent permitted pursuant to Section 3.06 of this Agreement and the Master Servicer and the
Special Servicer each hereby covenants and agrees to promptly seek and effect the reimbursement of such Advances from the related
Borrowers to the extent permitted by applicable law and the related Mortgage Loan and this Agreement.


 


Section 4.08      
Appraisal Reductions; Collateral Deficiency Amounts. (a) For purposes of (x) determining the Non-Reduced Certificates,
the Controlling Class and whether a Control Termination Event has occurred and is continuing, and (y) determining the Voting
Rights of the related Classes for purposes of removal of the Special Servicer, the VRR Percentage of the Appraisal Reduction Amounts
allocated to the Mortgage Loans will be allocated to the VRR Interest to notionally reduce (to not less than zero) the Certificate
Balance of the Class VRR Interest Certificates. The Non-VRR Percentage of the Appraisal Reduction Amounts allocated to the Mortgage
Loans will be allocated to each Class of Principal Balance Certificates in reverse sequential order to notionally reduce the related
Certificate Balances until the Certificate Balance of each such Class of Certificates is reduced to zero (i.e., first,
to the Class H-RR Certificates; second, to the Class G-RR Certificates, third, to the Class F Certificates,
fourth, to the Class E Certificates, fifth, to the Class D Certificates, sixth, to the Class C
Certificates, seventh, to the Class B Certificates, eighth, to the Class A-M Certificates, and
ninth, to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, pro rata, based
on their Certificate Balances).


 


As
of the first Determination Date following a Serviced Mortgage Loan becoming an AB Modified Loan, the Master Servicer shall calculate
whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal
obtained by the Special Servicer with respect to such Mortgage Loan and all other


 






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information relevant
to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the Master Servicer that a Non-Serviced
Mortgage Loan has become an AB Modified Loan, the Master Servicer shall (i) promptly request from the related Other Servicer,
Other Special Servicer and Other Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other
information reasonably required by the Master Servicer to calculate whether a Collateral Deficiency Amount exists with respect
to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the Master Servicer of the appraisal
and any other information set forth in the immediately preceding clause (i) that the Master Servicer reasonably expects to receive,
calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent
appraisal obtained by the Other Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information relevant
to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by any other party to this Agreement
that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the Master Servicer thereof.
The Special Servicer, upon reasonable prior written request, shall provide the Master Servicer with information in its possession
(or that is reasonably obtainable at no additional expense) that is reasonably required to calculate or recalculate any Collateral
Deficiency Amount. Upon reasonable prior written request, the Special Servicer shall use reasonable efforts to assist the Master
Servicer in obtaining information reasonably required to calculate or recalculate any Collateral Deficiency Amount with respect
to a Non-Serviced Mortgage Loan in the event that the Master Servicer is unsuccessful in obtaining such information from the related
Other Servicer, Other Special Servicer or Other Trustee. None of the Special Servicer, the Trustee or the Certificate Administrator
shall calculate or verify any Collateral Deficiency Amount.


 


For
purposes of determining the Non-Reduced Certificates, the Controlling Class and the occurrence of a Control Termination Event,
the VRR Percentage of any Appraisal Reduction Amounts shall be allocated to the VRR Interest to notionally reduce (to not less
than zero) the VRR Interest Balance thereof, and the Non-VRR Percentage of any Appraisal Reduction Amounts will be allocated to
each class of Principal Balance Certificates in reverse sequential order to notionally reduce the Certificate Balance thereof
until the related Certificate Balance of each such class is reduced to zero.


 


For
purposes of determining the Controlling Class and whether a Control Termination Event has occurred and is continuing, Collateral
Deficiency Amounts allocated to an AB Modified Loan will be allocated by applying the Non-VRR Percentage of the Collateral Deficiency
Amounts to each Class of Control Eligible Certificates in reverse sequential order to notionally reduce the related Certificate
Balances until the Certificate Balance of each such Class of Control Eligible Certificates is reduced to 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-VRR Percentage of both applicable Appraisal Reduction Amounts and applicable
Collateral Deficiency Amounts (the sum of which shall constitute the applicable Cumulative Appraisal Reduction Amount), in accordance
with this Section 4.08(a).


 


With
respect to (i) any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or
determining the Voting Rights of the related





 



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Classes for purposes of removal of the
Special Servicer and (ii) 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
Master Servicer shall promptly notify the Certificate Administrator and the Special Servicer of the amount of any Appraisal Reduction
Amount (which notification shall be made by delivery of the CREFC® Loan Periodic Update File in accordance with
Section 3.13(a)), any Collateral Deficiency Amount and any resulting Cumulative Appraisal Amount allocated to each
Mortgage Loan, AB Modified Loan or Serviced Whole Loan if any (which notification shall be satisfied through the delivery of such
information included in the CREFC® Appraisal Reduction Amount Template included in the CREFC® Investor
Reporting Package (or such other form as agreed to by the Certificate Administrator and the Master Servicer), which shall be delivered
simultaneously with the CREFC® Loan Periodic Update File in accordance with Section 3.13(a)). Based
on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates
is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator
shall notify the Master Servicer, the Special Servicer and the Operating Advisor of such event, including the identity and contact
information of the new Controlling Class Certificateholder (the cost of obtaining such information from the Depository being
an expense of the Trust).


 


(b)           
The Holders of the majority (by Certificate Balance) of any Class of Control Eligible Certificates whose aggregate Certificate
Balance, as notionally reduced by Appraisal Reduction Amounts or Collateral Deficiency Amounts allocated thereto, is less than
25% of the initial Certificate Principal Balance of such Class (such Class, an “Appraised-Out Class”) as a
result of an allocation of an Appraisal Reduction Amount or Collateral Deficiency Amount in respect of such Class shall have the
right, at their sole expense, to require the Special Servicer to order a second Appraisal of any Mortgage Loan for which an Appraisal
Reduction Event has occurred or as to which there
exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”), and use its reasonable efforts to
obtain an Appraisal prepared on an “as-is” basis by an MAI appraiser reasonably acceptable to the Special Servicer
within 60 days from receipt of the Requesting Holders’ written request. Any Appraised-Out Class for which the Requesting
Holders are challenging the Appraisal Reduction Amount or Collateral Deficiency Amount determination shall not exercise any rights
of the Controlling Class, until such time, if any, as such Class is reinstated as the Controlling Class and the rights of the
Controlling Class will be exercised by the next most senior Control Eligible Certificates, if any, during such period.


 


In
addition, the Requesting Holders of any Appraised-Out Class shall have the right, at their sole expense, to require the Special
Servicer to order an additional appraisal of any Serviced Mortgage Loan for which an Appraisal Reduction Event has occurred or
as to which there exists a Collateral Deficiency Amount if an event has occurred at or with regard to the related Mortgaged Property
or Mortgaged Properties that would have a material effect on its appraised value, and the Special Servicer shall use reasonable
efforts to obtain an Appraisal prepared on an “as-is” basis by an MAI appraiser reasonably acceptable to the Special
Servicer within 60 days from receipt of the Requesting Holders’ written request; provided that the Special Servicer
shall not be required to obtain such appraisal if it determines in accordance with the Servicing Standard that no events at or
with regard to the related Mortgaged Property or




 



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Mortgaged Properties have occurred that
would have a material effect on the appraised value of the related Mortgaged Property or Mortgaged Properties. The right of the
holders of an Appraised-Out Class to require the Special Servicer to order an additional appraisal as described in this paragraph
shall be limited to no more frequently than once in any 9-month period with respect to any Mortgage Loan.


 


Upon
receipt of any such second Appraisal, the Special Servicer shall send such Appraisal to the Master Servicer, and the Master 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 Master Servicer from the Special Servicer, to the extent such information
is in the possession of, or reasonably obtainable at no additional expense by, the Special Servicer, and is reasonably necessary
to make such recalculation. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling
Class.


 


Appraisals
that are permitted 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.


 


(c)           
An appraisal for any Mortgage Loan that has not been brought current for at least three consecutive Periodic Payments (or paid
in full, liquidated, repurchased or otherwise disposed of) will be updated every 9 months for so long as an Appraisal Reduction
Event or Collateral Deficiency Amount exists.


 


(d)           
Notwithstanding the foregoing, within 60 days after an Appraisal Reduction Event (or in the case of an Appraisal Reduction Event
occurring by reason of clause (ii) of the definition thereof, within 30 days of such Appraisal Reduction Event) (i) with respect
to Serviced Mortgage Loans and any related Serviced Companion Loans having a Stated Principal Balance of $2,000,000 or higher,
the Special Servicer shall order and use efforts consistent with the Servicing Standard to obtain an Updated Appraisal or (ii)
with respect to Serviced Mortgage Loans and any related Serviced Companion Loans having a Stated Principal Balance of less than
$2,000,000, the Special Servicer, at its option, shall (A) provide a Small Loan Appraisal Estimate within the same time period
as an Appraisal would otherwise be required and such Small Loan Appraisal Estimate shall be used in lieu of an Updated Appraisal
to calculate the Appraisal Reduction Amount for such Mortgage Loans or applicable Serviced Whole Loans; or (B) order and use efforts
consistent with the Servicing Standard to obtain an Updated Appraisal.


 


(e)           The Special Servicer, upon reasonable request, shall deliver to the Master Servicer any information in the Special Servicer’s possession (or that is reasonably obtainable at no additional expense by the Special Servicer) reasonably required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount.

 

On the first Determination Date occurring at least 10 Business Days after the later of (i) date the Master Servicer receives from the Special Servicer the related Updated Appraisal



 





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or
the Special Servicer’s Small Loan Appraisal Estimate, as applicable, and (ii) the occurrence of an Appraisal Reduction
Event, the Master Servicer shall adjust the Appraisal Reduction Amount to take into account such Updated Appraisal or Small Loan
Appraisal Estimate, as applicable and any information reasonably requested by the Master Servicer from the Special Servicer, to
the extent such information is in the possession of the Special Servicer, necessary to calculate the Appraisal Reduction Amount.
Each Appraisal Reduction Amount shall also be adjusted to take into account any subsequent Small Loan Appraisal Estimate or Updated
Appraisal, as applicable, and any letter updates, as of the date of each such subsequent Small Loan Appraisal Estimate, Updated
Appraisal or letter update, as applicable, and receipt of information reasonably requested by the Master Servicer from the Special
Servicer, to the extent such information is in the possession of (or reasonably obtainable at no additional expense by) the Special
Servicer and is reasonably necessary to calculate the Appraisal Reduction Amount. Such report shall also be forwarded by the Master
Servicer, to the extent the related Serviced Companion Loan has been included in a securitization transaction, to the master servicer
of such securitization into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced
Companion Loan by the Master Servicer.

 

Section 4.09          [Reserved.]

 

Section 4.10          Secure Data Room. (a) The Certificate Administrator shall create the Secure Data Room and the Depositor shall, upon receipt of each Mortgage Loan Seller’s Diligence File Certification, deliver to the Certificate Administrator within 120 days following the Closing Date an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Intralinks Site. Upon receipt thereof, the Certificate Administrator shall promptly upload the contents of each Diligence File to the Secure Data Room. Access to the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification substantially in the form of Exhibit KK hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor.

 


(b)           The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such document or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of any document or information provided to it for posting to the Secure Data

 


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 Room. The Certificate Administrator shall not be responsible or held liable for any other Person’s use or dissemination of the documents or information contained on the Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties and responsibilities under this Agreement.

 

(c)           Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust, the Master Servicer or the Special Servicer, as applicable, 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 pursuant to this Section 4.10, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.

 

ARTICLE V


 


THE CERTIFICATES

 

Section 5.01          The Certificates.  (a) The Certificates consist of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class A-M Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class X-D Certificates, the Class X-F Certificates, the Class B Certificates, the Class C Certificates, the Class D Certificates, the Class E Certificates, the Class F Certificates, the Class G-RR Certificates, the Class H-RR Certificates, the Class R Certificates and the Class VRR Interest Certificates.

 


The
Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class X-A, Class X-B, Class X-D, Class X-F, Class B, Class
C, Class D, Class E, Class F, Class G-RR, Class H-RR, Class R and the Class VRR Interest Certificates will be substantially in
the forms for such Class of Certificates as set forth next to such Classes in the Table of Exhibits to this Agreement.
The Certificates of each Class (other than the Class R Certificates) will be issuable in registered form only, in minimum denominations
of authorized Certificate Balance or Notional Amount, as applicable, as described in the succeeding table, and multiples of $l
in excess thereof (or such lesser amount if the Certificate Balance or Notional Amount, as applicable, is not a multiple of $1).
The Class VRR Interest Certificates will be issuable in one or more Individual Certificates, in minimum denominations of authorized
Certificate Balance as described in the succeeding table, and multiples of $l in excess thereof (or such lesser amount if


 


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the Certificate Balance is not a multiple of $1). With respect to any Certificate or any beneficial interest in a Certificate, the “Denomination” thereof shall be (i) the amount (A) set forth on the face thereof or (B) in the case of any Global Certificate, set forth on a schedule attached thereto or, in the case of any beneficial interest in a Global Certificate, the amount set forth on the books and records of the related Depository Participant or indirect participating brokerage firm, as applicable, (ii) expressed in terms of Certificate Balance or Notional Amount, as applicable, and (iii) be in an authorized denomination, as set forth below:

 

	
Class

	
 

	
Minimum Denomination

	
 

	
Aggregate Denomination of all Certificates of Class


	
A-1

	
 

	
$

	
10,000

	
 

	
 

	
$

	
14,591,000

	
 


	
A-2

	
 

	
$

	
10,000

	
 

	
 

	
$

	
104,583,000

	
 


	
A-SB

	
 

	
$

	
10,000

	
 

	
 

	
$

	
26,919,000

	
 


	
A-3

	
 

	
$

	
10,000

	
 

	
 

	
$

	
220,000,000

	
 


	
A-4

	
 

	
$

	
10,000

	
 

	
 

	
$

	
277,705,000

	
 


	
X-A

	
 

	
$

	
100,000

	
 

	
 

	
$

	
719,675,000

	
 


	
A-M

	
 

	
$

	
10,000

	
 

	
 

	
$

	
75,877,000

	
 


	
B

	
 

	
$

	
10,000

	
 

	
 

	
$

	
39,087,000

	
 


	
C

	
 

	
$

	
10,000

	
 

	
 

	
$

	
43,687,000

	
 


	
X-B

	
 

	
$

	
1,000,000

	
 

	
 

	
$

	
82,774,000

	
 


	
X-D

	
 

	
$

	
1,000,000

	
 

	
 

	
$

	
48,285,000

	
 


	
X-F

	
 

	
$

	
1,000,000

	
 

	
 

	
$

	
22,992,000

	
 


	
D

	
 

	
$

	
100,000

	
 

	
 

	
$

	
26,441,000

	
 


	
E

	
 

	
$

	
100,000

	
 

	
 

	
$

	
21,844,000

	
 


	
F

	
 

	
$

	
100,000

	
 

	
 

	
$

	
22,992,000

	
 


	
G-RR

	
 

	
$

	
100,000

	
 

	
 

	
$

	
9,198,000

	
 


	
H-RR

	
 

	
$

	
100,000

	
 

	
 

	
$

	
36,788,563

	
 


	
VRR Interest

	
 

	
$

	
10,000

	
 

	
 

	
$

	
32,000,000

	
 




 

Each Certificate will share ratably in all rights of the related Class.

 

The Class R Certificates will be issuable in one or more Individual Certificates in minimum denominations of 5% Percentage Interests and integral multiples of a 1% Percentage Interest in excess thereof and together aggregating the entire 100% Percentage Interest in each such Class.

 

The Global Certificates shall be issued as one or more certificates registered in the name of a nominee designated by the Depository, and Certificate Owners shall hold interests in the Global Certificates through the book-entry facilities of the Depository in the minimum Denominations and aggregate Denominations and Classes as set forth above.


 


The Global Certificates shall in all respects be entitled to the same benefits under this Agreement as Individual Certificates authenticated and delivered hereunder.

 

The Retained Certificates shall each be issuable in one or more Individual Certificates at all times during the Transfer Restriction Period.

 

(b)           Except insofar as pertains to any Individual Certificate, the Trust Fund, the Certificate Administrator, the Paying Agent and the Trustee may for all purposes (including the


 


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making
of payments due on the Global Certificates and the giving of notice to Holders thereof) deal with the Depository as the authorized
representative of the Certificate Owners with respect to the Global Certificates for the purposes of exercising the rights of
Certificateholders hereunder; provided that, for purposes of transmitting communications pursuant to Section 5.05(a)
of this Agreement, to the extent that the Depositor has provided the Certificate Administrator with the names of Certificate
Owners (even if such Certificateholders hold their Certificates through the Depository) the Certificate Administrator shall provide
such information to such Certificate Owners directly. The rights of Certificate Owners with respect to Global Certificates shall
be limited to those established by law and agreements between such Certificateholders and the Depository and Depository Participants.
Except as set forth in Section 5.01(e) below, Certificate Owners of Global Certificates shall not be entitled to physical
certificates for the Global Certificates as to which they are the Certificate Owners. Requests and directions from, and votes
of, the Depository as Holder of the Global Certificates shall not be deemed inconsistent if they are made with respect to different
Certificate Owners. Subject to the restrictions on transfer set forth in this Section 5.01 of this Agreement and Applicable
Procedures, the holder of a beneficial interest in a Private Global Certificate may request that the Certificate Administrator
cause the Depository (or any Agent Member) to notify the Certificate Registrar and the Certificate Custodian in writing of a request
for transfer or exchange of such beneficial interest for an Individual Certificate or Certificates. Upon receipt of such a request
and payment by the related Certificate Owner of any attendant expenses, the Certificate Administrator shall cause the issuance
and delivery of such Individual Certificates. The Certificate Registrar may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and give notice to the Depository of such record date. Without
the written consent of the Certificate Registrar, no Global Certificate may be transferred by the Depository except to a successor
Depository that agrees to hold the Global Certificates for the account of the Certificate Owners.

 

(c)           Any of the Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Certificates are admitted to trading, or to conform to general usage.


 


(d)           The Global Certificates (i) shall be delivered by the Certificate Registrar to the Depository or, pursuant to the Depository’s instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and in either case shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect:

 

“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


 


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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.”

 

The Global Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate.

 

(e)           If (i) the Depository advises the Certificate Administrator in writing that the Depository is no longer willing or able properly to discharge its responsibilities as Depository, and the Certificate Administrator and the Depositor are unable to locate a qualified successor within 90 days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class, the Certificate Administrator shall notify the affected Certificate Owner or Owners through the Depository of the occurrence of such event and the availability of Individual Certificates to such Certificate Owners requesting them. Upon surrender to the Certificate Administrator of Global Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Administrator shall issue the Individual Certificates. Neither the Trustee, the Certificate Administrator, the Certificate Registrar, the Master Servicer, the Special Servicer nor the Depositor shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions. Upon the issuance of Individual Certificates, the Trustee, the Certificate Administrator, the Certificate Registrar and the Master Servicer shall recognize the Holders of Individual Certificates as Certificateholders hereunder.

 

(f)           
If the Trustee, its agents, the Certificate Administrator, its agents or the Master Servicer or Special Servicer have instituted
or have been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the
Certificates, and the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer have been advised by
counsel that in connection with such proceeding it is necessary or appropriate for the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer to obtain possession of the Certificates, the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer may in their sole discretion determine that the Certificates represented by the Global
Certificates shall no longer be represented by such Global Certificates. In such event, the Certificate Administrator or the Authenticating
Agent will execute and authenticate and the Certificate Registrar will deliver, in exchange for such Global Certificates, Individual
Certificates (and if the Certificate Administrator or the Certificate Custodian has in its possession Individual Certificates
previously executed, the Authenticating Agent will authenticate and the Certificate Registrar will deliver such Certificates)
in a Denomination equal to the aggregate Denomination of such Global Certificates.

 


(g)           If the Trust Fund ceases to be subject to Section 13 or 15(d) of the Exchange Act, the Certificate Administrator shall make available to each Holder and Certificate Owner of a Class of Certificates, upon request of such a Holder, information, to the extent such information is in its possession, substantially equivalent in scope to the information currently




 


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filed
by the Certificate Administrator with the Commission pursuant to the Exchange Act, plus additional information required to be
provided for securities qualifying for resales under Rule 144A under the Act.

 

For so long as the Class R Certificates remain outstanding, none of the Depositor, the Trustee or the Certificate Registrar shall take any action which would cause the Trust Fund to fail to be subject to Section 15(d) of the Exchange Act.

 

(h)           Each Certificate may be printed or in typewritten or similar form, and each Certificate shall, upon original issue, be executed and authenticated by the Certificate Administrator or the Authenticating Agent and delivered to, or at the order of, the Depositor. All Certificates shall be executed by manual or facsimile signature on behalf of the Certificate Administrator or Authenticating Agent by an authorized officer or signatory. Certificates bearing the signature of an individual who was at any time the proper officer or signatory of the Certificate Administrator or Authenticating Agent shall bind the Certificate Administrator or Authenticating Agent, notwithstanding that such individual has ceased to hold such office or position prior to the delivery of such Certificates or did not hold such office or position at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication in the form set forth in Exhibits A-1 through A-35 executed by the Authenticating Agent by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

 

(i)           
If, in connection with any Distribution Date, the Certificate Administrator shall have reported the amount of an anticipated distribution
to the Depository based on the expected receipt of any monthly payment based on information set forth in any report of the Master
Servicer or the Special Servicer, or any other monthly payment, Balloon Payment or prepayment expected to be or which is paid
on the last two Business Days preceding such Distribution Date, and the related Borrower fails to make such payments at such time,
the Certificate Administrator shall use commercially reasonable efforts to cause the Depository to make the revised distribution
on a timely basis on such Distribution Date. The Trustee, the Certificate Administrator (in any of its capacities), the Operating
Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer shall not be liable or  held responsible
for any resulting delay (or claims by the Depository resulting therefrom) in the making of such distribution to Certificateholders.
Any out-of-pocket costs incurred by the Certificate Administrator as a consequence of a Borrower failing to make such payments
shall be reimbursable to the Certificate Administrator as an expense of the Trust Fund.

 


(j)            During the Transfer Restriction Period, each Retained Certificate shall only be held as Individual Certificates in the Retained Interest Safekeeping Account by the Certificate Administrator (and each Retaining Party’s respective 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 such Retained Certificates in safekeeping and shall release the same only upon receipt of (i) written instructions from the holder of the Retained Certificates and the Retaining Sponsor, and in accordance with any authentication procedures as may be




 


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utilized
by the Certificate Administrator and in accordance with this Agreement, and (ii) any certifications or other requirements governing
transfers of the Retained Certificate required under Section 5.02(m). 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 the Retained Certificates 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. The Retained Certificates to be delivered in physical form to the Certificate
Administrator shall be delivered as set forth herein. No amounts distributable to the Retained Certificates shall be remitted
to the Retained Interest Safekeeping Account, but shall be remitted directly to each Retaining Party in accordance with written
instructions provided separately by each Retaining Party to the Certificate Administrator. Under no circumstances by virtue of
safekeeping the Retained Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings
against any person on behalf of the Retaining Parties. During the Transfer Restriction Period and for such longer time as the
applicable Retaining Party may request, the Certificate Administrator shall hold the Retained Certificates in definitive, fully
registered form without interest coupons at the below location, or any other location; provided that the Certificate Administrator
has given notice to each of the Retaining Parties of such new location:

 

Wells Fargo Bank NA 

Attn: Security Control and Transfer (SCAT) – MAC N9345-010 

425 E. Hennepin Avenue 

Minneapolis, MN 55414

 

The Certificate Administrator shall make available to each VRR Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such VRR Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Class VRR Interest Certificate shall be subject to this Article V. During the 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 Certificates held by it in the Retained Interest Safekeeping Account.


 


Section 5.02          Registration, Transfer and Exchange of Certificates.  (a) The Certificate Administrator shall keep or cause to be kept at its offices books (the “Certificate Register”) for the registration, transfer and exchange of Certificates (the Certificate Administrator, in such capacity, being the “Certificate Registrar”). The Depositor, the Trustee, the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided that, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of the individual Participants holding beneficial interests in the Trust Fund through the Depository. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole

 


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owner and Holder thereof
for all purposes of this Agreement and the Depositor, Certificate Registrar, the Master Servicer, Special Servicer, the Trustee,
the Certificate Administrator, any Paying Agent and any agent of any of them shall not be affected by any notice or knowledge
to the contrary. An Individual Certificate is transferable or exchangeable only upon the surrender of such Certificate to the
Certificate Registrar at its offices together with an assignment and transfer (executed by the Holder or his duly authorized attorney),
subject to the requirements of Section 5.01(h)
and Sections 5.02(c), (d), (e), (f), (g), (h) and (i) of this Agreement. Upon
request of the Certificate Administrator, the Certificate Registrar shall provide the Certificate Administrator with the names,
addresses and Percentage Interests of the Holders. In its capacity as Certificate Registrar, the Certificate Administrator shall
be responsible for, among other things, holding each HRR Certificate and each Certificate evidencing the VRR Interest as Individual
Certificates on behalf of each Holder of such Certificates in accordance with Section 5.01(j).

 

(b)           Upon surrender for registration of transfer of any Individual Certificate, subject to the requirements of Sections 5.02(c), (d), (e), (f), (g), (h) and (i) of this Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Individual Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Section 5.02(e) of this Agreement. Each Certificate surrendered for registration of transfer shall be canceled and subsequently destroyed by the Certificate Registrar. Each new Certificate issued pursuant to this Section 5.02 shall be registered in the name of any Person as the transferring Holder may request, subject to the provisions of Sections 5.01(h) and 5.02(c), (d), (e), (f), (g), (h) and (i) of this Agreement.

 

(c)           In addition to the provisions of Sections 5.01(h) and (j) and 5.02(d), (e), (f), (g), (h) and (i) of this Agreement and the rules of the Depository, the exchange, transfer and registration of transfer of Private Certificates that are Individual Certificates or beneficial interests in the Private Global Certificates shall be subject to the following restrictions:

 

(i)          
Transfers between Holders of Individual Certificates. With respect to the transfer and registration of transfer of an Individual
Certificate representing an interest in a Class of Private Certificates to a transferee that takes delivery in the form of an
Individual Certificate (other than transfers of the Class R Certificates, which may be made  only in accordance with Section
5.02(i) of this Agreement, and transfers of any HRR Certificate or any Class VRR Interest Certificate, which may only
be made in accordance with Section 5.02(c)(iv) of this Agreement and during the Transfer Restriction Period in accordance
with Section 5.01(j)):

 


(A)          Other than the initial transfer from the Initial Purchasers to an initial investor, the Certificate Registrar shall register the transfer of such Individual Certificate if the requested transfer is being made by a transferee who has provided the Certificate Registrar with an Investment Representation Letter substantially in the form of Exhibit D-1 to this Agreement (an “Investment Representation Letter”), to the effect that the transfer is being made to a Qualified Institutional Buyer in accordance with Rule 144A;




 


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(B)          The Certificate Registrar shall register the transfer of such Individual Certificate pursuant to Regulation S after the expiration of the Restricted Period if (1) the transferor has provided the Certificate Registrar with a Regulation S Transfer Certificate substantially in the form of Exhibit G to this Agreement (a “Regulation S Transfer Certificate”), and (2) the transferee furnishes to the Certificate Registrar an Investment Representation Letter; or

 

(C)          The Certificate Registrar shall register the transfer of such Individual Certificate if prior to the transfer such transferee furnishes to the Certificate Registrar (1) an Investment Representation Letter to the effect that the transfer is being made to an Institutional Accredited Investor or to an Affiliated Person in accordance with an applicable exemption under the Act, and (2) in the case of a transfer to an Affiliated Person, an opinion of counsel acceptable to the Certificate Registrar that such transfer is in compliance with the Act;

 

and, in each case, the Certificate Registrar shall register the transfer of such Individual Certificate only if prior to the transfer the transferee furnishes to the Certificate Registrar a written undertaking by the transferor to reimburse the Trust Fund for any costs incurred by it in connection with the proposed transfer. In addition, the Certificate Registrar may, as a condition of the registration of any such transfer, require the transferor to furnish such other certificates, legal opinions or other information (at the transferor’s expense) as the Certificate Registrar may reasonably require to confirm that the proposed transfer is being made pursuant to an exemption from, or in a commercial mortgage-backed securitization transaction not subject to, the registration requirements of the Act and other applicable laws.

 

(ii)          Transfers within the Private Global Certificates. Notwithstanding any provision to the contrary herein, so long as a Private Global Certificate remains outstanding and is held by or on behalf of the Depository, transfers within such Global Certificate shall only be made in accordance with this Section 5.02(c)(ii).

 


(A)         
Rule 144A Global Certificate to Regulation S Global Certificate During the Restricted Period. If, during the Restricted
Period, a Certificate Owner of an interest in a Rule 144A Global Certificate wishes at any time to transfer its beneficial interest
in such Rule 144A Global Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the
related Regulation S Global Certificate, such Certificate Owner may, in addition to complying with all applicable rules and procedures
of the Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the “Applicable
Procedures”), transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in such
Regulation S Global Certificate only upon compliance with the provisions of this Section 5.02(c)(ii)(A). Upon receipt by
the Certificate Registrar at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures
from an Agent Member directing the Certificate Registrar to credit or cause to be credited to another specified Agent Member’s
account a beneficial interest in the Regulation S Global Certificate in an amount equal to the

 


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Denomination
of the beneficial interest in the Rule 144A Global Certificate to be transferred, (2) a written order given in accordance with
the Applicable Procedures containing information regarding the account of the Agent Member and the Euroclear or Clearstream account,
as the case may be, to be credited with, and the account of the Agent Member to be debited for, such beneficial interest, and
(3) a certificate in the form of Exhibit H to this Agreement given by the Certificate Owner of such interest, the Certificate
Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to reduce the Denomination of the Rule 144A
Global Certificate by the Denomination of the beneficial interest in the Rule 144A Global Certificate to be so transferred and,
concurrently with such reduction, to increase the Denomination of the Regulation S Global Certificate by the Denomination of the
beneficial interest in the Rule 144A Global Certificate to be so transferred, and to credit or cause to be credited to the account
of the Person specified in such instructions (who shall be an Agent Member acting for or on behalf of Euroclear or Clearstream,
or both, as the ease may be) a beneficial interest in the Regulation S Global Certificate having a Denomination equal to the amount
by which the Denomination of the Rule 144A Global Certificate was reduced upon such transfer.

 

(B)         
Rule 144A Global Certificate to Regulation S Global Certificate After the Restricted Period. If, after the Restricted Period,
a Certificate Owner of an interest in a Rule 144A Global Certificate wishes at any time to transfer its beneficial interest in
such Rule 144A Global Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the
related Regulation S Global Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or
cause the transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S Global Certificate only
upon compliance with the provisions of this Section 5.02(c)(ii)(B). Upon receipt by the Certificate Registrar at the Corporate
Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the
Certificate Registrar to credit or cause to be credited to another specified Agent Member’s account a beneficial interest
in the Regulation S Global Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Global
Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding
the account of the Agent Member and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear
or Clearstream account, as the case may be, to be credited with, and the account of the Agent Member to be debited for, such beneficial
interest, and (3) a certificate in the form of Exhibit I to this Agreement given by the Certificate Owner of such interest,
the Certificate Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to reduce the Denomination
of the Rule 144A Global Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Global Certificate
to be so transferred and, concurrently with such reduction, to increase the Denomination of the Regulation S Global Certificate
by the aggregate Denomination of the beneficial interest in the Rule 144A Global Certificate to be so transferred, and to credit
or cause to be credited to the account of the Person


 


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specified in such instructions a beneficial interest in the Regulation S Global Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Global Certificate was reduced upon such transfer.

 


(C)         
Regulation S Global Certificate to Rule 144A Global Certificate. If the Certificate Owner of an interest in a Regulation
S Global Certificate wishes at any time to transfer its beneficial interest in such Regulation S Global Certificate to a Person
who wishes to take delivery thereof in the form of a beneficial interest in the related Rule 144A Global Certificate, such Certificate
Owner may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest
for an equivalent beneficial interest in such Rule 144A Global Certificate only upon compliance with the provisions of this Section
5.02(c)(ii)(C). Upon receipt by the Certificate Registrar at the Corporate Trust Office of (1) written instructions given
in accordance with the Applicable Procedures from an Agent Member directing the Certificate Registrar to credit or cause to be
credited to another specified Agent Member’s account a beneficial interest in the Rule 144A Global Certificate in an amount
equal to the Denomination of the beneficial interest in the Regulation S Global Certificate to be transferred, (2) a written order
given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member to be credited
with, and the account of the Agent Member or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream
account, as the case may be, to be debited for, such beneficial interest, and (3) with respect to a transfer of a beneficial interest
in a Regulation S Global Certificate for a beneficial interest in the related Rule 144A Global Certificate (i) during the Restricted
Period, a certificate in the form of Exhibit J to this Agreement given by the holder of such beneficial interest or (ii)
after the Restricted Period, an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified
Institutional Buyer, the Certificate Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to reduce
the Denomination of the Regulation S Global Certificate by the aggregate Denomination of the beneficial interest in the Regulation
S Global Certificate to be transferred, and, concurrently with such reduction, to increase the Denomination of the Rule 144A Global
Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Global Certificate to be so transferred,
and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in such
Rule 144A Global Certificate having a Denomination equal to the amount by which the Denomination of the Regulation S Global Certificate
was reduced upon such transfer.

 

(iii)     Transfers
from the Private Global Certificates to Individual Certificates. Any and all transfers from a Private Global Certificate
to a transferee wishing to take delivery in the form of an Individual Certificate will require the transferee to take
delivery subject to the restrictions on the transfer of such Individual Certificate described in a legend set forth on the
face of such Certificate substantially in the form of Exhibit
F to this




 


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Agreement
(the “Securities Legend”), and such transferee agrees that it will transfer such Individual Certificate only
as provided therein and herein. No such transfer shall be made and the Certificate Registrar shall not register any such transfer
unless such transfer is made in accordance with this Section 5.02(c)(iii).

 

(A)          Transfers of a beneficial interest in a Private Global Certificate to an Institutional Accredited Investor will require delivery in the form of an Individual Certificate and the Certificate Registrar shall register such transfer only upon compliance with the provisions of Section 5.02(c)(i)(C) of this Agreement.

 

(B)          Transfers of a beneficial interest in a Private Global Certificate to a Qualified Institutional Buyer or a Regulation S Investor wishing to take delivery in the form of an Individual Certificate will be registered by the Certificate Registrar only upon compliance with the provisions of Section 5.02(c)(i)(A) or (B) of this Agreement, respectively.

 

(C)          Notwithstanding the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to an Individual Certificate pursuant to Subparagraph (B) above shall be made prior to the expiration of the Restricted Period.

 

Upon acceptance for exchange or transfer of a beneficial interest in a Private Global Certificate for an Individual Certificate, as provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related Private Global Certificate (or on a continuation of such schedule affixed to such Private 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 Private Global Certificate equal to the Denomination of such Individual Certificate issued in exchange therefor or upon transfer thereof. Unless determined otherwise by the Certificate Registrar and the Depositor in accordance with applicable law, an Individual Certificate issued upon transfer of or exchange for a beneficial interest in the Private Global Certificate shall bear the Securities Legend.


 


(iv)    Transfers of Individual Certificates to the Private Global Certificates. If a Holder of an Individual Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the related Regulation S Global Certificate or the related Rule 144A Global Certificate, such transfer may be effected only in accordance with the Applicable Procedures and this Section 5.02(c)(iv) (other than with respect to any Retained Certificate during the Transfer Restriction Period, which shall be held as an Individual Certificate pursuant to Section 5.01(j)). Upon receipt by the Certificate Registrar at the Corporate Trust Office of (l) the Individual Certificate to be transferred with an assignment and transfer pursuant to Section 5.05(a) of this Agreement, (2) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Certificate Registrar to credit or cause to be credited to a specified Agent Member’s account a beneficial interest in such Regulation S Global Certificate or such Rule 144A Global Certificate, as the case may be, in an amount equal to the Denomination of the Individual Certificate to be so transferred,

 


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(3)
a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member
and, in the case of any transfer pursuant to Regulation S, the Euroclear or Clearstream account, as the case may be, to be credited
with such beneficial interest, and (4) (x) an Investment Representation Letter from the transferee and, if delivery is to be taken
in the form of a beneficial interest in the Regulation S Global Certificate, a Regulation S Transfer Certificate from the transferor
or (y) an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional
Buyer if delivery is to be taken in the form of a beneficial interest in the Rule 144A Global Certificate, the Certificate Registrar
shall cancel such Individual Certificate, execute and deliver a new Individual Certificate for the Denomination of the Individual
Certificate not so transferred, registered in the name of the Holder or the Holder’s transferee (as instructed by the Holder),
and the Certificate Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to increase the Denomination
of the Regulation S Global Certificate or the Rule 144A Global Certificate, as the case may be, by the Denomination of the Individual
Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions
who, in the case of any increase in the Regulation S Global Certificate during the Restricted Period, shall be an Agent Member
acting for or on behalf of Euroclear or Clearstream, or both, as the case may be, a corresponding Denomination of the Rule 144A
Global Certificate or the Regulation S Global Certificate, as the case may be.

 

It is the intent of the foregoing that under no circumstances may an Institutional Accredited Investor that is not a Qualified Institutional Buyer take delivery in the form of a beneficial interest in a Private Global Certificate, other than the initial transfer from the Initial Purchasers to an initial investor.

 

(v)    
All Transfers. An exchange of a beneficial interest in a Global Certificate for an Individual Certificate or Certificates,
an exchange of an Individual Certificate or Certificates for a beneficial interest in a Global Certificate and an exchange of
an Individual Certificate or Certificates for another Individual Certificate or Certificates (in each case, whether or not such
exchange is made in anticipation of subsequent transfer, and, in the case of the Global Certificates, so long as the Global Certificates
remain outstanding and are held by or on behalf of the Depository), may be made only in accordance with this Section 5.02
and in accordance with the rules of the Depository and Applicable Procedures (other than with respect to any Retained Certificate
during the Transfer Restriction Period, which shall be held as an Individual Certificate pursuant to Section 5.01(j)).

 


(d)           If Certificates are issued upon the transfer, exchange or replacement of Certificates not bearing the Securities Legend, the Certificates so issued shall not bear the Securities Legend. If Certificates are issued upon the transfer, exchange or replacement of Certificates bearing the Securities Legend, or if a request is made to remove the Securities Legend on a Certificate, the Certificates so issued shall bear the Securities Legend, or the Securities 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 (at the expense of the party requesting the removal of such legend) familiar with United States securities


 

 


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laws,
as may be reasonably required by the Certificate Registrar, that neither the Securities Legend nor the restrictions on transfers
set forth therein are required to ensure that transfers of any Certificate comply with the provisions of Rule 144A, Rule 144 or
Regulation S under the Act, the Risk Retention Rule or that such Certificate is not a “restricted security” within
the meaning of Rule 144 under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall execute and
deliver a Certificate that does not bear the Securities Legend.

 

(e)           Subject to the restrictions on transfer and exchange set forth in Section 5.01(i) and in this Section 5.02, the Holder of any Individual Certificate may transfer or exchange the same in whole or in part (with a denomination equal to any authorized denomination) by surrendering such Certificate at the office of the Certificate Administrator or at the office of any transfer agent appointed as provided under this Agreement, together with an instrument of assignment or transfer (executed by the Holder or its duly authorized attorney), in the case of transfer, and a written request for exchange, in the case of exchange. Following a proper request for transfer or exchange, the Certificate Registrar shall, within five Business Days of such request if made at such office of the Certificate Administrator or within ten Business Days if made at the office of a transfer agent (other than the Certificate Registrar), execute and deliver at the office of the Certificate Administrator or at the office of such transfer agent, as the case may be, to the transferee (in the case of transfer) or Holder (in the case of exchange) or send by first-class mail (at the risk of the transferee in the case of transfer or Holder in the case of exchange) to such address as the transferee or Holder, as applicable, may request, an Individual Certificate or Certificates, as the case may require, for a like aggregate Denomination and in such Denomination or Denominations as may be requested. The presentation for transfer or exchange of any Individual Certificate shall not be valid unless made at the office of the Certificate Administrator or at the office of a transfer agent by the registered Holder in person, or by a duly authorized attorney-in-fact. The Certificate Registrar may decline to accept any request for an exchange or registration of transfer of any Certificate during the period of 15 days preceding any Distribution Date.

 

(f)           
An Individual Certificate (other than an Individual Certificate issued in exchange for a beneficial interest in a Global Certificate
pursuant to Section 5.01 of this Agreement) or a beneficial interest in a Private Global Certificate may only be transferred
to Eligible Investors, as described herein. In the event that a Responsible Officer of the Certificate Registrar has actual knowledge
that such an Individual Certificate or beneficial interest in a Private Global Certificate is being held by or for the benefit
of a Person who is not an Eligible Investor, or that such holding is unlawful under the laws of a relevant jurisdiction, then
the Certificate Registrar shall have the right to void such transfer, if permitted under applicable law, or to require the investor
to sell such Individual Certificate or beneficial interest in a Private Global Certificate to an Eligible Investor within fourteen
days after notice of such determination and each Certificateholder by its acceptance of a Certificate authorizes the Certificate
Registrar to take such action.

 


(g)           Subject to the provisions of this Section 5.02 regarding transfer and exchange, transfers of the Global Certificates shall be limited to transfers of such Global Certificates in whole, but not in part, to nominees of the Depository or to a successor of the Depository or such successor’s nominee.




 


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(h)           No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in this Section 5.02 other than for transfers to Institutional Accredited Investors, as provided herein. In connection with any transfer to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided herein) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.

 

(i)            Subject to Section 5.02(e) of this Agreement, transfers of the Class R Certificates may be made only in accordance with this Section 5.02(i). The Certificate Registrar shall register the transfer of a Class R Certificate only if (x) the transferor has advised the Certificate Registrar in writing that such Certificate is being transferred to a Qualified Institutional Buyer and (y) prior to such transfer the transferee furnishes to the Certificate Registrar an Investment Representation Letter. In addition, the Certificate Registrar may as a condition of the registration of any such transfer require the transferor to furnish such other certifications, legal opinions or other information (at the transferor’s expense) as it may reasonably require to confirm that the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act and other applicable laws.

 

(j)           
No transfer, sale, pledge or other disposition of any Class of Private Certificates or interest therein shall be made unless that
transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Act and any
applicable state securities laws, or is otherwise made in accordance with the Act and such state securities laws. Neither the
Depositor, the Master Servicer, the Certificate Administrator, the Trustee nor the Certificate Registrar are obligated to register
or qualify the Private Certificates under the Act or any other securities law or to take any action not otherwise required under
this Agreement to permit the transfer of such Private Certificates without registration or qualification. Any Certificateholder
desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositor, the Master Servicer, the Certificate
Administrator, the Trustee and the Certificate Registrar, against any loss, liability or expense that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.

 


(k)           No transfer of any Class X-F, Class F, Class G-RR, Class H-RR, Class R or Class VRR Interest Certificate (each, a “Restricted Certificate”) shall be made to (i) an employee benefit plan or other retirement arrangement, including an individual retirement account or Keogh plan, which is subject to the fiduciary responsibility provisions of ERISA or to Section 4975 of the Code, or a governmental plan, as defined in Section 3(32) of ERISA, or other plan subject to any federal, state or local law (“Similar Law”) which is to a material extent similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or (ii) a collective investment fund whose underlying assets include Plan assets by reason of a Plan’s investment in the collective investment fund (pursuant to U.S. Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA), an insurance company using assets of separate accounts or general accounts which are deemed pursuant to ERISA or any Similar Law




 


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to
include the assets of Plans, or other person acting on behalf of any such Plan or using the assets of any such Plan, other than
(with respect to transfer of Restricted Certificates other than the Class VRR Interest Certificates or Class R Certificates),
an insurance company using the assets of its general account under circumstances whereby such purchase and the subsequent holding
of such Certificate by such insurance company would be exempt from the “prohibited transaction” provisions of Sections
406 and 407 of ERISA and Code Section 4975 under Sections I and III of PTCE 95-60, or, in the case of a plan subject to Similar
Law, the acquisition, holding and disposition of such Restricted Certificate will not constitute a non-exempt violation under
Similar Law. Except in connection with the transfer thereof by the Depositor or a Retaining Party (provided that, in the
case of a Retaining Party, such exception shall apply only with respect to the transfer thereof on the Closing Date), each prospective
transferee of a Restricted Certificate shall either (A) deliver to the Depositor, the Certificate Registrar and the Certificate
Administrator, a transfer or representation letter, substantially in the form of Exhibit D-2 to this Agreement, stating
that the prospective transferee is not and will not become a Person referred to in (i) or (ii) above or (B) if the transferee
is such an entity specified in (i) or (ii) above (except in the case of a Class R Certificate, which may not be transferred unless
the transferee represents it is not such an entity), such entity, at its own expense, shall provide any opinion of counsel, officers’
certificates or agreements as may be required by, and in form and substance satisfactory to, the Depositor, the Certificate Administrator
and the Certificate Registrar, to the effect that the purchase and holding of the Certificates by or on behalf of a Plan will
not constitute or result in a non-exempt prohibited transaction within the meaning of Sections 406 and 407 of ERISA and Section
4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Depositor, the Certificate Administrator, the Trustee, the Underwriters,
the Initial Purchasers or the Certificate Registrar to any obligation or liability. Neither the Certificate Administrator nor
the Certificate Registrar shall register a Class R Certificate in any Person’s name unless such Person has provided the
letter referred to in clause (A) of the preceding sentence. The transferee of a beneficial interest in a Global Certificate that
is a Restricted Certificate shall be deemed to represent that it is not and will not become a Plan or a Person acting on behalf
of any Plan or using the assets of any Plan to acquire such interest other than (with respect to transfers of beneficial interests
in Global Certificates which are Restricted Certificates other than the Class VRR Interest Certificates or 


Class R Certificates) an insurance company using the assets of its general account under circumstances whereby the purchase and holding by such insurance company would be exempt from the “prohibited transaction” provisions of Sections 406 and 407 of ERISA and Section 4975 of the Code under Sections I and III of PTCE 95-60, or, in the case of a plan subject to Similar Law, the acquisition, holding and disposition of such Restricted Certificate will not constitute a non-exempt violation under Similar Law. Any transfer of a Restricted Certificate that would violate or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or Similar Law shall be deemed absolutely null and void ab initio.

 

Each purchaser of Certificates that is a Plan subject to ERISA and/or Section 4975 of the Code (an “ERISA Plan”) or is acting on behalf of or using the assets of an ERISA Plan will be deemed to have represented and warranted that (i) none of the Depositor, the Trust, the Trustee, any Initial Purchaser, any Underwriter, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or any of their respective affiliated entities, has provided any investment advice within the meaning of Section 3(21) of ERISA (and regulations


 

 


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thereunder)
to the ERISA Plan, or to any fiduciary or other person making the decision to invest the assets of the ERISA Plan (“Fiduciary”),
in connection with its acquisition of Certificates, and (ii) the Fiduciary is exercising its own independent judgment in evaluating
the transaction.

 

(l)       Each Person who has or acquires any Ownership Interest shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Ownership Interest are expressly subject to the following provisions:

 

(i)       Each Person acquiring or holding any Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such 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 Ownership Interest) as a Permitted Transferee. Any acquisition described in the first sentence of this Section 5.02(l) by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person who is not a Permitted Transferee shall be void and of no effect, and the immediately preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Ownership Interest as fully as possible.

 

(ii)      No 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 Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require delivery to it in form and substance satisfactory to it, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor an affidavit in substantially the form attached as Exhibit C-1 (a “Transferee Affidavit”) of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (i) the proposed transferee historically has paid its debts as they have come due and intends to do so in the future, (ii) the proposed transferee understands that, as the holder of an Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual interest, (iii) the proposed transferee intends to pay taxes associated with holding the Ownership Interest as they become due, (iv) the proposed transferee will not transfer the 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, (v) the proposed transferee 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 proposed transferee or any other U.S. Person and (vi) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.02(l) and (y) other than in connection with the initial issuance of the Class R Certificates, require a statement from the proposed transferor substantially in the form attached as Exhibit C-2 (the “Transferor Letter”), that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has

 


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no
actual knowledge or reason to know that the proposed transferee’s statements in the Transferee Affidavit are false.

 


(iii)     Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (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 that the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee is a Permitted Transferee.

 

Neither the Certificate Administrator nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction or transfer imposed under Article V of this Agreement or under applicable law with respect to any transfer of any Certificate (including, without limitation, the Securities Legend), or any interest therein, other than to require delivery of the certification(s) and/or opinions of counsel described in Article V applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register. The Certificate Administrator and the Certificate Registrar shall have no liability for transfers, including transfers made through the book-entry facilities of the Depository or between or among Depository Participants or Certificate Owners made in violation of applicable restrictions.

 

Upon
written notice to the Certificate Registrar, or upon the Certificate Registrar having actual knowledge, that there has occurred
a Transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee, or middleman) in
contravention of the foregoing restrictions, and in any event not later than 60 days after a request for information from the
transferor of such Ownership Interest, or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish
to the IRS and the transferor of such Ownership Interest or such agent such information necessary to the application of Section
860E(e) of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated
excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election
of the Certificate Registrar and the Certificate Administrator, the Certificate Registrar and the Certificate Administrator may
charge a reasonable fee for computing and furnishing such information to the transferor or to such agent referred to above; provided
that such Persons shall in no event be excused from furnishing such information.

 


(m)          At all times during the Transfer Restriction Period, if a Transfer of any Retained Certificate after the Closing Date is to be made, then, upon receipt of: (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-3 or Exhibit C-5, as applicable, which such certification must be countersigned by the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor, (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit C-4 or Exhibit C-6, as applicable, which such certification must be countersigned by the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor, (iii) a W-9 completed by the Transferee and (iv) wire instructions and contact information of the Transferee, the Certificate Administrator (which may conclusively rely upon




 


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such
certifications) shall instruct the Certificate Registrar to register such Transfer. Upon receipt of the Certificate Administrator’s
instruction, the Certificate Registrar shall, subject to Section 5.02(e), register the
Transfer of the Retained Certificate and reflect such Retained Certificate in the name of the prospective Transferee and shall
deliver written confirmation substantially in the form of Exhibit MM to this Agreement. The Certificate Registrar shall
not register a Transfer of any Retained Certificate after the Closing Date during the Transfer Restriction Period unless it is
so instructed by the Certificate Administrator. After the termination of the Transfer Restriction Period, if a transfer of a Retained
Certificate is to be made and such Retained Certificate is in Retained Interest Safekeeping Account, then upon receipt of: (i)
a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit
C-3 or Exhibit C-5, which such certification must be countersigned by the Retaining Sponsor with a medallion stamp
guarantee of the Retaining Sponsor and (ii) a certification from the Certificateholder desiring to effect such transfer substantially
in the form attached hereto as Exhibit C-4 or Exhibit C-6, which such certification must be countersigned by the
Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor, the Certificate Administrator (which may conclusively
rely upon such certifications) shall instruct the Certificate Registrar to register such Transfer, and upon receipt of the Certificate
Administrator’s instruction, the Certificate Registrar shall register the Transfer of the Retained Certificate and reflect
such Retained Certificate in the name of the prospective Transferee. After the termination of the Transfer Restriction Period,
if a transfer of a Retained Certificate is to be made and such Retained Certificate is in the Retained Interest Safekeeping Account,
the Certificate Registrar shall not register a Transfer of such Retained Certificate unless it is so instructed by the Certificate
Administrator. For the avoidance of doubt, in no event shall a Retained Certificate be held as a Book-Entry Certificate during
the Transfer Restriction Period. After the Transfer Restriction Period, a Retained Certificate may be transferred subject to the
restrictions on transfer set forth in this Article V. Any transfer of an interest in
a Retained Certificate that is not in compliance with this Section 5.02 shall be null
and void ab initio to the extent permitted under applicable law.

 

Section 5.03          Mutilated, Destroyed, Lost or Stolen Certificates. If (i) 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 (ii)
there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it and the Certificate
Administrator harmless, then, in the absence of actual knowledge by a Responsible Officer of the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Certificate Administrator or the Authenticating Agent shall execute
and authenticate and the Certificate Registrar shall deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Certificate, a new Certificate of the same Class and of like tenor and Percentage Interest. Upon the issuance of any
new Certificate under this Section 5.03, the Certificate Registrar may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses
of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section 5.03 shall
constitute complete and indefeasible evidence of ownership of the corresponding interest in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any time.

 


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Section 5.04          Appointment of Paying Agent. The Certificate Administrator may appoint a paying agent (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, the Trustee or the Master Servicer, to execute and deliver to the Master Servicer and the Trustee an instrument in which such Paying Agent shall agree with the Master Servicer and the Trustee 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. Except for the Certificate Administrator, as the initial Paying Agent, the Paying Agent shall at all times be an entity having a long-term unsecured debt rating of at least “A” from Fitch and an equivalent rating from KBRA (if rated by KBRA), or shall be otherwise acceptable to each Rating Agency, as confirmed by a receipt of a Rating Agency Confirmation.

 

Section 5.05          Access to Certificateholders’ Names and Addresses; Special Notices. (a) If any Certifying Certificateholder (for purposes of this Section 5.05, an “Applicant”) applies in writing to the Certificate Registrar, and such application states that the Applicant desires to communicate with other Certificateholders with respect to its rights under this Agreement, the Certificate Registrar shall, within ten (10) Business Days after the receipt of such request, afford such Certificateholder (at such Certificateholder’s sole cost and expense) access during normal business hours to a current list of the Certificateholders related to the Class of Certificates held by such Certificateholder.

 


Any
Certificateholder or Certificate Owner wishing to communicate with other Certificateholders and Certificate Owners regarding the
exercise of its rights under the terms of this Agreement (such party, a “Requesting Investor”) may deliver
a written request (a “Communication Request”) signed by an authorized representative of the Requesting Investor
to the Certificate Administrator. Any Communication Request shall contain the method other Certificateholders and Certificate
Owners should use to contact the Requesting Investor, and, if the Requesting Investors is not the registered holder of a Class
of Certificates, then the Communication Request must contain (i) a written certification from the Requesting Investor that it
is a beneficial owner of a class of certificates, (ii) the name of the transaction, Benchmark 2019-B13 and (iii) one of the following
forms of documentation evidencing its beneficial ownership in such class of certificates: (A) a trade confirmation, (B) an account
statement, (C) a medallion stamp guaranteed letter from a broker or dealer stating the Requesting Investor is the beneficial owner,
or (D) a document reasonably acceptable to the Certificate Administrator that is similar to any of the documents identified in
clauses (A) through (C). The Certificate Administrator shall not be permitted to require any information other than the foregoing
in verifying a Certificateholder’s or Certificate Owner’s identity in connection with a Communication Request. Requesting
Investors will be responsible for their own expenses in making any Communication Request, but will not be required to bear any
expenses of the Certificate Administrator. Upon receipt of such request, the Certificate Administrator shall furnish or cause
to be furnished to such Applicant a list of the names and addresses of the Certificateholders as of the most recent Record Date.

 

(b)           Every Certificateholder, by receiving and holding its Certificate, agrees with the Certificate Administrator and the Certificate Registrar that the Certificate Administrator




 


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and
the Certificate Registrar shall not be held accountable in any way by reason of the disclosure of any information as to the names
and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.

 

(c)           Upon the written request of any Certifying Certificateholder that (a) states that such Certificateholder desires the Certificate Administrator to transmit a notice to all Certificateholders stating that such Certificateholder wishes to be contacted by other Certificateholders, setting forth the relevant contact information and briefly stating the reason for the requested contact and (b) provides a copy of the Special Notice which such Certificateholder proposes to transmit, the Certificate Administrator shall deliver such Special Notice to all Certificateholders at their respective addresses appearing on the Certificate Register. The costs and expenses of the Certificate Administrator associated with delivering with any such Special Notice shall be borne by the party requesting such Special Notice. Every Certificateholder, by receiving and holding a Certificate, agrees that neither the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason of the disclosure of any such Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.

 

Section 5.06          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 that, such action shall become effective when such instrument or instruments are delivered to the Certificate Administrator and the Trustee and, when required, to the Master 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 Certificate Administrator, the Trustee and the Master Servicer, if made in the manner provided in this Section.

 


(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 or the Trustee 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 Certificate Administrator or the Trustee or the Master Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.

 

(d)           The Certificate Administrator, the Trustee or Certificate Registrar may require such additional proof of any matter referred to in this Section 5.06 as it shall deem necessary.

 

Section 5.07          Rule 144A Information. The Certificate Administrator shall, upon request of any Certifying Certificateholder that is a Holder of a Private Certificate or any beneficial owner of such a Certificate, furnish to such Holder or beneficial owner or a prospective purchaser designated by such Holder or beneficial owner who is a Qualified



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Institutional
Buyer the information required to be delivered under Rule 144A(d)(4) under the Act, to the extent such information has been provided
to the Certificate Administrator and has been identified as Rule 144A information (which shall include all information on the
Certificate Administrator’s Website and all information currently required to be made available to Certificateholders,
as well as any other specifically identified information herein), if at the time of such request periodic reports are not being
filed with respect to the Trust under Section 13 or Section 15(d) of the Exchange Act.

 

Section 5.08          Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders by mail with respect to Individual Certificates. In each case, such vote shall be administered in accordance with the following procedures, unless different procedures are otherwise described herein with respect to a specific vote:

 

(a)           Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders of Individual 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 greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking
into consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and
shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.

 

(c)           The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote. Such notice shall include




 


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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 5.08(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, retabulate the votes or
conduct a new vote for the same proposition.

 

(d)           Unless otherwise paid for by any Holder pursuant to Section 8.01 or Section 8.02, or clause (e) below, 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

 DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTIES,
THE 

OPERATING ADVISOR AND THE ASSET REPRESENTATIONS REVIEWER

 

Section
6.01          Liability of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer. 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.

 

Section 6.02          Merger or Consolidation of the Master Servicer, the Special Servicer, the Depositor, the Asset Representations Reviewer or the Operating Advisor. Subject to the following paragraph, each of the Master Servicer and the Special Servicer shall keep in full effect its existence, rights and good standing as a national banking association under the laws of the United States of America, and shall not jeopardize its ability to do business in each jurisdiction in which the Mortgaged Properties securing the Mortgage Loans that it is servicing are located or to protect the validity and enforceability of this Agreement, the Certificates or any of such Mortgage Loans that it is servicing and to perform its respective duties under this Agreement. In addition, subject to the following paragraph, the Operating Advisor and the Asset Representations Reviewer shall keep in full effect its existence, rights and good standing as a limited liability company under the laws of the State of New York and shall not jeopardize its ability to do business in each jurisdiction in which the Mortgaged Properties are located or to




 


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protect
the validity and enforceability of this Agreement, the Certificates or any of such Mortgage Loans and to perform its respective
duties under this Agreement.

 


Each
of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations Reviewer may be
merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case
any Person into which the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations
Reviewer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Master Servicer,
the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations Reviewer is a party, or any Person succeeding
to the business of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations
Reviewer, shall be the successor of the Master Servicer, the Special Servicer, the Depositor, 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 Depositor, the Operating Advisor or the Asset Representations Reviewer, as applicable, hereunder, if
each of the Rating Agencies has provided a Rating Agency Confirmation relating to the Certificates and Serviced Companion Loan
Securities, if any; provided that none of the Master Servicer, the Special Servicer or the Operating Advisor shall be required
to obtain a Rating Agency Confirmation from any Rating Agency if the Master Servicer, Special Servicer or Operating Advisor, as
applicable, is merged into or consolidated with a Qualified Affiliate or transfers all or substantially all of its assets to a
Qualified Affiliate; provided, further, if the Master Servicer, the Special Servicer or the Operating Advisor enters
into a merger and the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, is the surviving entity under
applicable law, the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall not, as a result of the
merger, be required to provide a Rating Agency Confirmation or obtain the consent of the Depositor. Notwithstanding the foregoing,
no Master Servicer, Special Servicer, the Operating Advisor or the Asset Representations Reviewer may remain the Master Servicer,
Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, under this Agreement after (x) being
merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its
assets to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, as applicable, is the surviving entity of such merger, consolidation
or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the
Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. The Asset Representations
Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization,
and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement.
Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the
Asset Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to
have assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or
surviving Person. 

 


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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. (a) None of the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer nor any Affiliates, partners,
shareholders, directors, officers, employees, members, managers, representatives or agents (including sub-servicers) 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, any Serviced Companion Loan Noteholders, any party hereto or any third party beneficiary
for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement (including actions
taken or not taken at the direction of any Directing Holder), or for errors in judgment; provided that this provision shall
not protect the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer,
or any Affiliate, representative, member, manager, director, officer, employee or agent (including sub-servicers) of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, against any breach of
warranties or representations made herein, or against any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence (or in the case of (x) the Master Servicer or Special Servicer, by reason of any specific liability imposed
hereunder for a breach of the Servicing Standard, (y) the Operating Advisor, by reason of any specific liability imposed hereunder
for a breach of the Operating Advisor Standard or (z) the Asset Representations Reviewer, by reason of any specific liability
imposed hereunder for a breach of the Asset Review Standard) in the performance of duties or by reason of negligent disregard
of obligations or duties hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and any Affiliate, representative, member, manager, director, officer, employee or agent (including sub-servicers)
of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor may rely in good faith on any document of
any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising
hereunder. In addition, in no event shall the Depositor be obligated to cause any party to perform or comply with the obligations
to remit the CREFC® Intellectual
Property Royalty License Fee to CREFC®,
to report any such CREFC® Intellectual
Property Royalty License Fee so paid or to make available any Distribution Date Statement to the general public (or in particular,
CREFC®).

 


The Trust Fund and each Serviced Companion Loan Noteholder shall be indemnified and held harmless by each of the Master Servicer, the Special Servicer and the Operating Advisor (severally and not jointly) for any loss, liability or expense (including legal fees and expenses) incurred in connection with any claim, loss, penalty, fine, foreclosure, judgment or liability relating to this Agreement or the Certificates, incurred by the Trust Fund or such Serviced Companion Loan Noteholder, as applicable, by reason of willful misconduct, bad faith, fraud or negligence in the performance of duties hereunder, or by reason of negligent disregard of obligations and duties thereunder, on the part of such indemnifying party.

 

The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any Affiliates, directors, officers, employees, members, managers, representatives and agents (including sub-servicers) of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall be indemnified and held harmless by the Trust Fund for any loss, liability or expense




 


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(including
legal fees and expenses (including any such expenses incurred in enforcing this indemnity)) incurred in connection with any claim,
loss, penalty, fine, foreclosure, judgment, liability or legal action relating to this Agreement or the Certificates, other than
any loss, liability or expense (including legal fees and expenses (including any such expenses incurred in enforcing this indemnity))
(i) incurred by such party by reason of willful misconduct, bad faith, fraud or negligence in the performance of duties hereunder
or by reason of negligent disregard of obligations and duties thereunder or (ii) in the case of the Depositor and any of its Affiliates,
directors, officers, representatives, members, managers, employees and agents, incurred in connection with any violation by any
of them of any state or federal securities law; provided that such indemnified parties shall be paid out of the Collection
Account in accordance with Section 3.06(a) of this Agreement; provided, further, that if such matter relates
directly to any Serviced Whole Loan, such indemnified parties shall be paid first out of the applicable Serviced Whole
Loan Collection Account (allocated in accordance with the expense allocation provision of the related Intercreditor Agreement),
and then, if funds therein are insufficient, out of the Collection Account; provided that the Master Servicer shall,
after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan
Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor
Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related Serviced Companion Loans
from the related Companion Loan Noteholders.

 


The
Depositor shall indemnify the Asset Representations Reviewer and the Operating Advisor and each of their respective Affiliates
and each of their respective directors, officers, employees, representatives and agents, and hold each of them harmless against
any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any
other costs, fees and expenses that such indemnified party may sustain in connection with this Agreement (including, without limitation,
reasonable fees and disbursements of counsel incurred by such indemnified party in any action or proceeding between the Depositor
and such indemnified party or between such indemnified party and any third party or otherwise) resulting from the Depositor’s
willful misconduct, bad faith, fraud or negligence in the performance of each of its duties hereunder or by reason of negligent
disregard of its respective obligations and duties hereunder.

 

The Operating Advisor shall indemnify the Asset Representations Reviewer and the Depositor and each of their respective Affiliates and each of their respective directors, officers, employees, representatives and agents, and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that such indemnified party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by such indemnified party in any action or proceeding between the Operating Advisor and such indemnified party or between such indemnified party and any third party or otherwise) resulting from the Operating Advisor’s willful misconduct, bad faith, fraud or negligence in the performance of each of its duties hereunder or by reason of negligent disregard of its respective obligations and duties hereunder.

 

The Asset Representations Reviewer shall indemnify the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor




 


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and
the Trust and each of their Affiliates and any partner, director, officer, shareholder, member, manager, employee, representative
or agent thereof, and hold them harmless, from and against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any willful misconduct, bad faith, fraud or negligence of the Asset Representations Reviewer in
the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Asset Representations
Reviewer of its duties and obligations hereunder.

 

(b)           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 legal action that (i) is not incidental to its respective duties under this Agreement or (ii) in its opinion, may expose it to any expense or liability not recoverable from the Trust Fund; provided that each of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor may in its discretion undertake any such action that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders and holders of Serviced Companion Loan Securities, if applicable, hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund and the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor shall be entitled to be reimbursed therefor from the Collection Account in accordance with Section 3.06(a) of this Agreement) no later than 60 days after submitting such expenses or costs for reimbursement, provided that a failure to reimburse such parties within such 60 days will not affect or limit such parties’ rights to receive reimbursement hereunder; provided, further, that in the case of any Serviced Whole Loan, such amounts shall be allocated in accordance with the expense allocation provision of the related Intercreditor Agreement, and such parties shall be entitled to be reimbursed first, from the applicable Serviced Whole Loan Collection Account and then, from the Collection Account, all in accordance with Section 3.06(a) of this Agreement and the related Intercreditor Agreement.


 


(c)           The terms of this Section 6.03 shall survive the termination of any party hereto or of this Agreement.

 

(d)           For the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust Fund or a party to this Agreement is required to indemnify another party to this Agreement for costs, fees and expenses, such costs, fees and expenses shall include costs (including, but not limited to reasonable attorney’s fees and expenses) of the enforcement of such indemnity.

 

Section 6.04          Limitation on Resignation of the Master Servicer, the Special Servicer and the Operating Advisor; Termination of the Master Servicer, the Special Servicer and the Operating Advisor. (a) Each of the Master Servicer, the Special Servicer and the Operating Advisor may assign their respective rights and delegate their respective duties and obligations under this Agreement in connection with the sale or transfer of a substantial portion of their commercial mortgage servicing, asset management or (solely with respect to the Operating Advisor) commercial mortgage surveillance, portfolio, provided that: (i) the purchaser or transferee accepting such assignment and delegation (A) shall be an established


 


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mortgage
finance institution, bank or mortgage servicing institution (or, in the case of the Operating Advisor, an Eligible Operating Advisor),
organized and doing business under the laws of the United States of America, any state of the United States of America or the
District of Columbia, authorized under such laws to perform the duties of the Master Servicer, Special Servicer or Operating Advisor
or a Person resulting from a merger, consolidation or succession that is permitted under Section 6.02 of this Agreement,
(B) shall be acceptable to each Rating Agency as confirmed in a Rating Agency Confirmation delivered to the Trustee and the Certificate
Administrator relating to the Certificates and Serviced Companion Loan Securities, if any, (C) shall execute and deliver to the
Trustee and the Certificate Administrator an agreement that contains an assumption by such Person of the due and punctual performance
and observance of each covenant and condition to be performed or observed by the Master Servicer, Special Servicer or Operating
Advisor, as applicable under this Agreement from and after the date of such agreement and (D) shall not be a Prohibited Party;
(ii) the Master Servicer, the Special Servicer or the Operating Advisor shall not be released from its obligations under this
Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.04; (iii) the rate
at which the Servicing Compensation, Special Servicing Compensation or Operating Advisor Fee, as applicable (or any component
thereof) is calculated shall not exceed the rate then in effect and (iv) the resigning Master Servicer, Special Servicer or Operating
Advisor, as applicable, shall be responsible for the reasonable costs and expenses of each other party hereto and the Rating Agencies
in connection with such transfer. Upon acceptance of such assignment and delegation, the purchaser or transferee shall be the
successor Master Servicer, Special Servicer or Operating Advisor, as applicable, hereunder.

 


(b)          
Except as provided in Section 6.02 of this Agreement and this Section 6.04, the Master Servicer, the Special Servicer
and the Operating Advisor shall not resign from its respective obligations and duties hereby imposed on it except (i) upon determination
that such duties hereunder are no longer permissible under applicable law, (ii) in connection with the assignment of rights and
delegation of duties as set forth in Section 6.04(a), or (iii) solely with respect to the Operating Advisor, pursuant to
Section 6.04(e). Any such determination described in clause (i) above permitting the
resignation of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall be evidenced by an Opinion
of Counsel (obtained at the resigning Master Servicer’s, Special Servicer’s or Operating Advisor’s expense)
to such effect delivered to the Trustee and the Certificate Administrator.

 

(c)           The Trustee shall be permitted to remove the Master Servicer or the Special Servicer upon a Master Servicer Termination Event or Special Servicer Termination Event, as applicable. Without limiting the generality of the succeeding paragraph, no such removal shall be effective unless and until (i) the Master Servicer or the Special Servicer has been paid any unpaid Servicing Compensation or Special Servicing Compensation, as applicable, unreimbursed Advances (including Advance Interest Amounts thereon to which it is entitled) and all other amounts to which the Master Servicer or the Special Servicer is entitled hereunder to the extent such amounts accrue prior to such effective date and (ii) with respect to a resignation by the Master Servicer, the successor Master Servicer has deposited into the Investment Accounts from which amounts were withdrawn to reimburse the terminated Master Servicer, an amount equal to the amounts so withdrawn, to the extent such amounts would not have been permitted to be withdrawn except pursuant to this paragraph, in which case the successor Master Servicer shall, immediately upon deposit, have the same right of reimbursement or payment as the




 


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terminated
Master Servicer had immediately prior to its termination without regard to the operation of this paragraph.

 

(d)           No resignation or removal of the Master Servicer, the Special Servicer or the Operating Advisor as contemplated by the preceding paragraphs of this Section 6.04 shall become effective until (i) the Trustee or a successor Master Servicer, Special Servicer or Operating Advisor shall have assumed the resigning or terminated Master Servicer’s, Special Servicer’s or Operating Advisor’s responsibilities, duties, liabilities and obligations hereunder, (ii) the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 10.09, (iii) any other information required under Section 10.03 or Section 10.09 has been delivered to any applicable Other Depositor with respect to any related Companion Loan, and (iv) as to any resignation, removal, succession, merger or consolidation of the Master Servicer or the Special Servicer that would constitute a Reportable Event, upon at least 4 Business Days prior notice of the anticipated effective date of such event, the Certificate Administrator and the Depositor shall cooperate in a timely manner with the Master Servicer, the Special Servicer or any other Person pursuing such resignation, removal, succession, merger or consolidation, as applicable, in connection with the Depositor’s or the Certificate Administrator’s obligation to file any related required Form 8-K relating to this Trust on the anticipated effective date of such event. If no successor Master Servicer, Special Servicer or Operating Advisor can be obtained to perform such obligations for the same compensation to which the terminated Master Servicer, Special Servicer or Operating Advisor would have been entitled, additional amounts payable to such successor Master Servicer, Special Servicer or Operating Advisor shall be treated as Realized Losses.

 


(e)          
The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days’ prior
written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Asset Representations Reviewer, the Risk Retention Consultation Parties and the Directing Holder, if applicable, and (b) upon
the appointment of, and the acceptance of such appointment by, a successor Operating Advisor that is an Eligible Operating
Advisor. No such resignation by the 


Operating Advisor shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 6.04(e).

 

Section 6.05          Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer. Solely with respect to their performance of their respective duties under this Agreement, the Master Servicer and the Special Servicer shall afford the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Trustee and the Rating Agencies, 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. Upon written request, the Master Servicer and/or the Special Servicer, as applicable, shall furnish to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee its most recent publicly available financial statements (or, with respect to the Master Servicer, those of its ultimate parent) and such other non-proprietary information as the Master Servicer or the Special Servicer, as the case may be,


 

 


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shall
determine in its sole and absolute discretion as it possesses, which is relevant to the performance of its duties hereunder and
which it is not prohibited by applicable law or contract from disclosing. 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 any rights of such Person
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. If the Depositor or its designee undertakes any such action, it
will be reimbursed by the Trust Fund from the Collection Accounts (or with respect to a Serviced Whole Loan, to the extent such
reimbursement is allocable to such Serviced Whole Loan Collection Account), as provided in Section 3.06 and Section
6.03(a) hereof to the extent not recoverable from the Master Servicer or Special Servicer, as applicable. None of the Depositor,
the Certificate Administrator, the Trustee, the Master Servicer (solely with respect to any action or failure to act by the Special
Servicer) or the Special Servicer (solely with respect to any action or failure to act by 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 party
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 be under any obligation to disclose confidential or proprietary information
pursuant to this Section.

 


Section 6.06          The Master Servicer or Special Servicer as Owners 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 Master Servicer or the Special Servicer or an Affiliate thereof. 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, but will not be required to, seek the approval of the
Certificateholders to such action (or inaction) by delivering to 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 (or inaction) that the Master Servicer or the Special Servicer proposes to
take (or refrain from taking). 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
a majority of the Voting Rights of all Certificateholders and, if no Control Termination Event has occurred and is continuing,
the applicable Directing Holder (calculated without regard to the Certificates beneficially owned by the Master Servicer or its
Affiliates or the Special Servicer or its Affiliates, as applicable) 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

 


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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          The Directing Holder, the Operating Advisor and the Risk Retention Consultation Parties. (a) For so long as no Control Termination Event has occurred and is continuing, the Directing Holder shall be entitled to advise (1) the Special Servicer with respect to all Specially Serviced Loans (other than any Excluded Loan or Servicing Shift Mortgage Loan), (2) the Special Servicer with respect to Performing Loans (other than any Excluded Loan, Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan) with respect to Special Servicer Major Decisions, and (3) the Master Servicer with respect to Performing Loans (other than any Excluded Loan applicable to the Directing Holder, Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan) with respect to Master Servicer Major Decisions.

 


Notwithstanding anything herein to the contrary, except as set forth in, and in any event subject to, this Section 6.07, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan, any applicable Excluded Loan or any Servicing Shift Mortgage Loan) or any Serviced Whole Loan (other than any Servicing Shift Whole Loan), for so long as no Control Termination Event has occurred and is continuing, neither the Master Servicer nor the Special Servicer shall be permitted to take any action that constitutes a Major Decision, and the Special Servicer shall not consent to the Master Servicer’s taking any of the following actions that are Special Servicer Major Decisions, as to which the Directing Holder has objected in writing within ten (10) Business Days (or, in connection with an Acceptable Insurance Default, 30 days) after receipt of a written report by the Master Servicer or the Special Servicer, as applicable, describing in reasonable detail (i) the background and circumstances requiring action of the Master Servicer or the Special Servicer, as applicable, (ii) the proposed course of action recommended, and (iii) all information reasonably requested by the Directing Holder, and reasonably available to the Master Servicer or the Special Servicer, as applicable, in order to grant or withhold such consent, which report may, if prepared by the Special Servicer, in its sole discretion, take the form of an Asset Status Report (the “Major Decision Reporting Package”) (provided that if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 10-Business Day (or 30-day) period, then the Directing Holder will be deemed to have approved such action); provided that, if the Special Servicer or Master Servicer (if the Master Servicer is otherwise authorized by this Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or any other matter requiring consent of the Directing Holder (if no Control Termination Event has occurred and is continuing) in this Agreement, is necessary to protect the interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan) and the Master Servicer or the Special Servicer, as applicable, has made a reasonable effort to contact the Directing Holder, the

 


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Master
Servicer or the Special Servicer, as applicable, may take any such action without waiting for the Directing Holder’s response.

 

If a Control Termination Event has occurred and is continuing, but for so long as no Consultation Termination Event has occurred, neither the Master Servicer nor the Special Servicer, as applicable, will be required to obtain the consent of the Directing Holder with respect to any of the Major Decisions or Asset Status Reports, but shall consult with the Directing Holder in connection with any Major Decision that it is processing or, in the case of the Special Servicer, any Asset Status Report (or any other matter for which the consent of the Directing Holder would have been required or for which the Directing Holder would have the right to direct the Master Servicer or the Special Servicer if no Control Termination Event had occurred and was continuing) and to consider alternative actions recommended by the Directing Holder in respect of such Major Decision or Asset Status Report (or such other matter). Such consultation will not be binding on the Master Servicer or the Special Servicer. In the event the Master Servicer or the Special Servicer, as applicable, receives no response from the Directing Holder within 10 days following the Master Servicer’s or the Special Servicer’s written request for input (which request shall include the related Major Decision Reporting Package) on any required consultation, the Master Servicer or the Special Servicer, as applicable, shall not be obligated to consult with the Directing Holder on the specific matter.

 


(b)           In addition, (i) for so long as no Consultation Termination Event is continuing, with respect to any Specially Serviced Loan (other than any applicable Excluded Loan with respect to the applicable Risk Retention Consultation Party), and (ii) during the continuance of a Consultation Termination Event, with respect to any Serviced Mortgage Loan (other than any applicable Excluded Loan with respect to the applicable Risk Retention Consultation Party), 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 Special Servicer, as applicable, receives no response from a Risk Retention Consultation Party within 10 days following the later of (i) the Master Servicer’s or the Special Servicer’s, as applicable, written request for input on any requested consultation and (ii) delivery of all such additional information in the possession of the Master Servicer or the Special Servicer, as applicable, reasonably requested by such Risk Retention Consultation Party related to the subject matter of such consultation, 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 Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan. For the avoidance of doubt, (x) no Risk Retention Consultation Party shall have any consultation rights with respect to any related Excluded Loan and (y) any consultation with either 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-

 


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binding
basis and shall be subject to all limitations with respect to the procedures and timing for such consultation set forth in this
Section 6.07.

 

No Risk Retention Consultation Party acting in its capacity as Risk Retention Consultation Party shall have liability to the Trust Fund, any party to this Agreement, any Certificateholders or any other Person for any action taken, or for refraining from the taking of any action, or for errors in judgment.

 


(c)           Prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Special Servicer shall provide (solely with respect to each Specially Serviced Loan) each Major Decision Reporting Package prepared by the Special Servicer to the Operating Advisor promptly after the Special Servicer receives the Directing Holder’s approval or deemed approval of such Major Decision Reporting Package. After the occurrence and during the continuance of an Operating Advisor Consultation Event (whether or not a Control Termination Event is continuing), the Master Servicer or the Special Servicer, as applicable, shall provide each Major Decision Reporting Package to the Operating Advisor simultaneously with the Master Servicer’s or the Special Servicer’s, as applicable, written request for the Operating Advisor’s input regarding the related Major Decision (which written request and Major Decision Reporting Package may be delivered in one notice), as set forth below. With respect to any particular Major Decision and/or related Major Decision Reporting Package or any Asset Status Report required to be delivered by Master Servicer or the Special Servicer to the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, shall make available to the Operating Advisor a servicing officer with the relevant knowledge regarding the Mortgage Loan and such Major Decision and/or Asset Status Report in order to address reasonable questions that the Operating Advisor may have relating to, among other things, such Major Decision and/or Asset Status Report.

 

If an Operating Advisor Consultation Event has occurred and is continuing, the Master Servicer or the Special Servicer shall consult with the Operating Advisor in connection with any proposed Major Decision that it is processing as to which it has delivered to the Operating Advisor a Major Decision Reporting Package (and any other actions which otherwise require consultation with the Operating Advisor) and consider alternative actions recommended by the Operating Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In the event that the Master Servicer or the Special Servicer, as applicable, receives no response from the Operating Advisor within ten (10) days following the later of (i) its written request for input on any required consultation (which request is required to include the related Major Decision Reporting Package) and (ii) delivery of all such additional information reasonably requested by the Operating Advisor related to the subject matter of such consultation, the Master Servicer or the Special Servicer, as applicable, shall not be obligated to consult with the Operating Advisor on the specific matter; provided, however, that the failure of the Operating Advisor to respond on any specific matters shall not relieve the Master Servicer or the Special Servicer, as applicable, from its obligation to use reasonable efforts to consult with the Operating Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any applicable Excluded Loan related to the Directing Holder (regardless of whether an Operating Advisor Consultation Event has occurred and is continuing), the Master Servicer, the Special Servicer or the related Excluded Special Servicer, as applicable, shall consult with the Operating Advisor, on 

 


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a
non-binding basis, in connection with the related transactions involving proposed Major Decisions that it is processing or for
which it must give its consent or for which it must give its consent and consider alternative actions recommended by the Operating
Advisor, in respect thereof, in accordance with the procedures set forth in this Section 6.08 for consulting with the Operating
Advisor.

 

(d)           The failure of the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party to respond to any request for consent or consultation will not relieve the Master Servicer or the Special Servicer from using reasonable efforts to seek the consent of or consult with, as applicable, the Directing Holder, the Operating Advisor or the Risk Retention Consultation Parties on any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan.

 


In addition, for so long as no Control Termination Event has occurred and is continuing, the Directing Holder may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan as the Directing Holder may deem advisable or as to which provision is otherwise made herein; provided that, notwithstanding anything herein to the contrary, no such direction from the Directing Holder and no advice from any Risk Retention Consultation Party or the Operating Advisor, and no objection contemplated by the preceding paragraph or this paragraph, may require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision of any Mortgage Loan, applicable law, this Agreement, any Intercreditor Agreement or the REMIC Provisions, including without limitation the Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Paying Agent, the Trust Fund, the Certificate Administrator or the Trustee to liability, or materially expand the scope of the Special Servicer’s responsibilities hereunder.

 

If
the Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Holder, or any advice
from the Directing Holder, the Risk Retention Consultation Parties or the Operating Advisor, would otherwise cause the Special
Servicer or Master Servicer, as applicable, to violate the terms of any Mortgage Loan, any 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 the Directing Holder, the Risk Retention
Consultation Parties or the Operating Advisor, the Trustee, the related Serviced Companion Loan Noteholder (if any) and the 17g-5
Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section
3.14(d) of this Agreement) of its determination, including a reasonably detailed explanation of the basis therefor. The taking
of, or refraining from taking, any action by the Master Servicer or Special Servicer in accordance with the direction of or approval
of the Directing Holder, any Risk Retention Consultation Party or the Operating Advisor that does not violate any law or the Servicing
Standard or any other provisions of this Agreement or any Intercreditor Agreements will not result in any liability on the part
of the Master Servicer or the Special Servicer.

 

Notwithstanding anything to the contrary contained in this Agreement, with respect to the Non-Serviced Mortgage Loans, (i) at all times when no Consultation Termination Event has occurred, the Directing Holder shall be entitled to the rights of the “Non-Directing 




 


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Holder”
(or similar term) under the related Intercreditor Agreement and (ii) at no time shall the Operating Advisor be entitled to the
rights of the “Non-Directing Holder” (or similar term) under the related Intercreditor Agreement.

 

The Directing Holder shall have no liability to the Trust Fund, any party to this Agreement, any Certificateholders or any other Person for any action taken, or for refraining from the taking of any action, or for errors in judgment; provided that the Directing Holder shall not be protected against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties.

 


(e)          
Subject to the terms and conditions of this Section 6.07(a), (i) the Special Servicer
shall process all requests for any matter that constitutes a Major Decision with respect to any Specially Serviced Loan, (b) the
Special Servicer shall process all requests for any matter that constitutes a Special Servicer Major Decision or Special Servicer
Non-Major Decision with respect to any Performing Loan (other than a Non-Serviced Mortgage Loan) unless the Master Servicer and
the Special Servicer have mutually agreed to have the Master Servicer process such request in accordance with the terms and conditions
reasonably agreed to by the Master Servicer and Special Servicer, including the Special Servicer’s consent, (c) the Master
Servicer shall process all requests for any matter that constitutes a Master Servicer Major Decision with respect to any Performing
Loan (other than a Non-Serviced Mortgage Loan) and (d) the Master Servicer shall process all requests for any matter that constitutes
a Special Servicer Major Decision with respect to any Performing Loan (other than a Non-Serviced Mortgage Loan) if the Master
Servicer and the Special Servicer have mutually agreed to have the Master Servicer process such request in accordance with the
terms and conditions reasonably agreed to by the Master Servicer and Special Servicer, including the Special Servicer’s
consent. Upon receiving a request for any matter that constitutes a Special Servicer Major Decision or Special Servicer Non-Major
Decision, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such request
in accordance with the terms and conditions reasonably agreed to by the Master Servicer and Special Servicer, including the Special
Servicer’s consent, the Master Servicer shall forward such request to the Special Servicer and the Special Servicer will
be required to process such request and the Master Servicer will have no further obligation with respect to such request or the
related Special Servicer Major Decision.

 

With respect to any Borrower request or other action on Performing Loans that is not a Major Decision or a Special Servicer Non-Major Decision, the Master Servicer shall not be required to obtain the consent of or consult with the Special Servicer, the Directing Holder or the Operating Advisor or the Risk Retention Consultation Parties.

 

(f)            Notwithstanding anything to the contrary contained herein (i) if a Control Termination Event has occurred and is continuing, the Directing Holder shall have no right to consent to any action taken or not taken by any party to this Agreement; (ii) if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing, the Directing Holder shall remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Master Servicer, Special Servicer and any other applicable party shall consult with the Directing Holder in connection with any action to be taken or refrained from taking to the extent set forth herein; and




 


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(iii)
if a Consultation Termination Event has occurred and is continuing, the Directing Holder shall have no consultation or consent
rights hereunder and no right to receive any notices, reports or information (other than notices, Voting Rights given to all Certificateholders
and rights to receive reports or information required to be delivered to all Certificateholders) or any other rights as Directing
Holder.

 


(g)           The Master Servicer, the Special Servicer, the Trustee or the Operating Advisor, may from time to time request that the Certificate Administrator provide the name of the then-current Directing Holder for any applicable Mortgage Loan or Serviced Whole Loan. Upon such request, the Certificate Administrator shall promptly (but in no event more than five (5) Business Days following such request) provide the name of the then-current Directing Holder to the Master Servicer, the Special Servicer, the Trustee or the Operating Advisor, but only to the extent the Certificate Administrator has actual knowledge of the identity of the then-current Directing Holder; provided that if the Certificate Administrator does not have actual knowledge of the identity of the then-current Directing Holder, then the Certificate Administrator shall promptly (but in no event more than five (5) Business Days following such request) (i) determine which Class is the Controlling Class and (ii) request from the Controlling Class Certificateholders the identity of the Directing Holder. Any expenses incurred in connection with obtaining such information shall be at the expense of the requesting party, except that if (i) such expenses arise in connection with an event as to which the Directing Holder has review, consent or consultation rights with respect to an action taken by, or report prepared by, the requesting party pursuant to this Agreement or in connection with a request made by the Operating Advisor in connection with its obligation under this Agreement to deliver a copy of the Operating Advisor Annual Report to the Directing Holder and (ii) the requesting party has not been notified of the identity of the Directing Holder or reasonably believes that the identity of the Directing Holder has changed, then such expenses shall be at the expense of the Trust. The Master Servicer, the Special Servicer, the Trustee and the Operating Advisor, shall be entitled to conclusively rely on any such information so provided.

 

To
the extent the Master Servicer or the Special Servicer has written notice of any change in the identity of a Directing Holder
or the list of Holders (or Certificate Owners, if applicable) of the Controlling Class, then the Master Servicer or the Special
Servicer, as applicable, shall promptly notify the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer
and the Special Servicer thereof, who may rely conclusively on such notice from the Master Servicer or the Special Servicer, as
applicable.

 

(h)           DBNY, JPMCB and CREFI shall be the initial Risk Retention Consultation Parties and shall remain so until a successor is appointed pursuant to the terms of this Agreement. Upon the resignation or removal of any of the existing Risk Retention Consultation Parties, any successor Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit L-1H to this Agreement prior to being recognized as the new Risk Retention Consultation Party. The parties hereto shall be entitled to assume that the Risk Retention Consultation Party has not changed absent such notice.

 

(i)            Once a Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,




 


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the
Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection
unless DBNY (in the case of the VRR1 Risk Retention Consultation Party), JPMCB (in the case of the VRR2 Risk Retention Consultation
Party) or CREFI (in the case of the VRR3 Risk Retention Consultation Party), as applicable, shall have notified the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Holder of the VRR Interest,
in writing, of the selection of such new Risk Retention Consultation Party (including the new contact information).

 

(j)            Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Parties may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Risk Retention Consultation Parties may act solely in the interests of the Holders of the Class VRR Interest Certificate; (iii) the Risk Retention Consultation Parties do not have any liability or duties to the Holders of any Class of Certificates; (iv) the Risk Retention Consultation Parties may take actions that favor interests of the Holders of one or more Classes including the Class VRR Interest Certificates over the interests of the Holders of one or more other Classes of Certificates; and (v) the Risk Retention Consultation Parties 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.

 


Section 6.08          Rights of Non-Directing Holders. With respect to each Serviced Whole Loan, the Master Servicer or the Special Servicer, as applicable, shall:

 

(a)          
consult with the related Non-Directing Holder (or its designee or representative) on a strictly non-binding basis, to the
extent that such Non-Directing Holder (or its designee or representative) requests consultation with respect to any
“major decision” or “major action” set forth in the related Intercreditor Agreement or the
implementation of any recommended actions outlined in an Asset Status Report relating to the Serviced Whole Loan, and to
consider alternative actions recommended by such Non-Directing Holder (or its designee or representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to the related Non-Directing Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, the Master Servicer or Special Servicer, as applicable, shall no longer be obligated to consult with the applicable Non-Directing Holder (or its designee or representative) (unless the Master Servicer or Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Master Servicer or the Special Servicer, as applicable, may take any “major decision” or “major action” set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Master Servicer or the Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholder and the related Companion Loan Noteholder. Unless specified otherwise in the related Intercreditor Agreement, neither the

 


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Master
Servicer or the Special Servicer shall be obligated at any time to follow or take any alternative actions recommended by the Non-Directing
Holder; and

 

(b)           in addition to the foregoing non-binding consultation rights, if provided for in the related Intercreditor Agreement, the Non-Directing Holder shall have the right to annual conference calls with the Master Servicer or the Special Servicer at the offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.

 


ARTICLE VII


 


SERVICER AND OPERATING ADVISOR TERMINATION

 

Section 7.01          Servicer Termination Events. (a) “Master Servicer Termination Event,” wherever used herein, means any one of the following events:

 

(i)          
any failure by the Master Servicer (A) to make any deposit required to the Collection Account or the related Serviced Whole Loan
Collection Account for any Serviced Whole Loan on the day and by the time such deposit was first required to be made under the
terms of this Agreement, which failure is not remedied within two Business Days, (B) to deposit into, or remit to the Certificate
Administrator for deposit into, any Distribution Account any amount required to be so deposited or remitted (including, without
limitation, any required P&I Advance, unless the Master Servicer determines such P&I Advance is a Nonrecoverable Advance),
which failure is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date (provided, however,
that to the extent the Master Servicer does not timely make such remittance to the Certificate Administrator, the Master Servicer
shall pay the Certificate Administrator for the account of the Certificate Administrator interest on any amount not timely remitted
at the Prime Rate from and including the applicable required remittance date to, but not including, the date such remittance is
actually made), or (C) to remit to any holder of a Serviced Companion Loan, as and when required by this Agreement or any related
Intercreditor Agreement, any amount required to be so remitted (which failure continues for two Business Days);

 

(ii)          any failure on the part of the Master Servicer duly to observe or perform in any material respect any of its other covenants or obligations contained in this Agreement, which failure continues unremedied for a period of 30 days (or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the case of the Master Servicer’s obligations contemplated by Article X (except as otherwise provided under clause (x) of this definition of “Master Servicer Termination Event”), or (B) 15 days in the case of the Master Servicer’s failure to make a Servicing Advance or 45 days in the case of failure to pay the premium for any insurance policy required to be force placed by the Master Servicer pursuant to this Agreement or in any event such reasonable shorter period of time as is necessary to avoid the commencement of foreclosure proceedings for any lien relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage) after the date on which written notice of such




 


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failure,
requiring the same to be remedied, shall have been given to the Master Servicer, by (a) any other party hereto, with a copy to
each other party to this Agreement, (b) the Holders of Certificates of any Class evidencing Percentage Interests aggregating not
less than 25% of such Class or (c) an affected Serviced Companion Loan Noteholder; provided that, if such failure is capable
of being cured and the Master Servicer is diligently pursuing such cure, such 15-, 30- or 45-day period, as applicable, will be
extended an additional 30 days; provided, further, however, that such extended period will not apply to the
obligations regarding Exchange Act reporting contemplated by Article X; 

 


(iii)         any breach on the part of the Master Servicer of any representation or warranty contained in Section 2.04(a) of this Agreement, which materially and adversely affects the interests of any Class of Certificateholders or Serviced Companion Loan Noteholders 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, shall have been given (a) to the Master Servicer by any party hereto or (b) to the Master Servicer, the Special Servicer, the Depositor and the Trustee (x) by the Holders of Certificates of any Class evidencing Percentage Interests aggregating not less than 25% of such Class or (y) by an affected Serviced Companion Loan Noteholder; provided that, if such breach is capable of being cured and the Master Servicer is diligently pursuing such cure, such 30-day period will be extended an additional 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, 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 and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days;

 

(v)        
the Master Servicer 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 of or relating to all or substantially all of its property;

 

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

 

(vii)       the Master Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer and is not restored to such status on such list within sixty (60) days;

 

(viii)      the Master Servicer is no longer rated at least “CMS3” by Fitch and such Master Servicer is not reinstated to at least that rating within 60 days of the delisting;




 


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(ix)        KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (B) placed one or more Classes of Certificates on “watch status” in contemplation of possible rating downgrade or withdrawal (and such qualification, downgrade or withdrawal or “watch status” placement shall not have been withdrawn by KBRA within sixty (60) days of such event), and, in the case of either of clause (A) or (B), publicly citing servicing concerns with the Master Servicer as the sole or a material factor in such rating action; or

 


(x)         subject to Section 10.16(c), any failure by the Master Servicer to deliver (a) any Exchange Act reporting items required to be delivered by the Master Servicer to the Trustee or the Certificate Administrator under Article X by the time required under Article X or (b) any Exchange Act reporting items that a primary servicer, sub-servicer or Servicing Function Participant (such entity, the “Sub-Servicing Entity”) retained by the Master Servicer (but excluding any Mortgage Loan Seller Sub-Servicer) is required to deliver (any Sub-Servicing Entity shall be terminated if it defaults in accordance with the provision of this clause (x));

 

then, and in each and every such case, so long as a Master Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of (x) the Holders of at least 25% of the aggregate Voting Rights of all Certificates or (y) the Depositor with respect to clause (ii) above (to the extent such Master Servicer Termination Event relates to the obligations regarding Exchange Act reporting contemplated by Article X) or clause (viii) above upon five (5) Business Days’ notice, shall, terminate all of the rights and obligations of the Master Servicer (other than as set forth in Section 7.01(d)). In the case of clause (vii), the Certificate Administrator shall be required to notify Certificateholders and Serviced Companion Loan Noteholders of such Master Servicer Termination Event and request whether such Certificateholders and, if applicable, Serviced Companion Loan Noteholders favor such termination.


 


If the Master Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section 7.01, then the Master Servicer shall also be terminated as Special Servicer.

 


If
the Master Servicer receives notice of termination under this Section 7.01(a) solely due to a Master Servicer Termination
Event under Section 7.01(a)(vii), (viii) or (ix) and if the Master Servicer 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 serve as Master Servicer hereunder until a successor Master Servicer is selected in accordance
with this Section 7.01(a). Upon receipt of the “request for proposal” materials, the Trustee shall promptly
thereafter (using such “request for proposal” materials provided by the Master Servicer) solicit good faith bids for
the rights to service the Mortgage Loans and Serviced Companion Loans under this Agreement from at least three (3) Persons qualified
to act as Master Servicer hereunder in accordance with Section 6.02 and 7.02 of this Agreement (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, at the Trustee’s request, 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 

 


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than
three (3) or no Qualified Bidders submit bids for the right to service the Mortgage Loans and Serviced Companion 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 materials provided to the Trustee shall provide for soliciting bids: (i) on the basis
of such successor Master Servicer retaining all Sub-Servicers to continue the primary servicing of the Mortgage Loans and Serviced
Companion Loans pursuant to the terms of the respective Sub-Servicing Agreements and entering into a Sub-Servicing Agreement with
the terminated Master Servicer to service each of the Mortgage Loans and Serviced Companion Loans for which it was the Master
Servicer and not subject to a Sub-Servicing Agreement with a cashiering Sub-Servicer at a sub-servicing fee rate per annum
equal to, for each Mortgage Loan and Serviced Companion Loan serviced, the Primary Servicing Fee Rate (each, a “Servicing
Retained Bid”); and (ii) on the basis of terminating each Sub-Servicing Agreement and Sub-Servicer that it is permitted
to terminate in accordance with Section 3.01(c) of this Agreement (each, a “Servicing Released Bid”).
The Trustee shall select the Qualified Bidder with the highest cash Servicing Retained Bid (or, if none, the highest cash Servicing
Released Bid from any Person qualified to act as a Master Servicer) (the “Successful Bidder”) to act as successor
Master Servicer hereunder; provided that if the Trustee does not receive a Rating Agency Confirmation in accordance with
the procedures set forth in Section 3.30 of this Agreement with respect to 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 Rating Agency Confirmation is obtained. The Trustee shall direct 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; provided that the initial Master Servicer may request and obtain, with the prior written consent of the Directing
Holder, an additional 20 days for such sale and assumption to be completed so long as the initial Master Servicer delivers to
the Trustee an Officer’s Certificate stating that the sale and assumption of the right to service the Mortgage Loans and
Serviced Companion Loans cannot be completed in the initial 45-day period and specifying the reasons therefor.


 


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 (i) if the successful bid was a Servicing Retained Bid, to the Master Servicer to be terminated pursuant to this Section 7.01(a), 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) and (ii) if the successful bid was a Servicing Released Bid, to the Master Servicer and each terminated Sub-Servicer its respective Bid Allocation.

 

The Master Servicer to be terminated pursuant to this Section 7.01(a) 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 Serviced Companion Loans, which expenses are not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph.

 

If the Successful Bidder has not entered into this Agreement as successor Master Servicer within the above described time period or no Successful Bidder was identified within the above described time period, the Master Servicer to be terminated pursuant to Section 7.01(a) 


 


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of this Agreement 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(a). The Trustee thereafter may act
or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02 of this Agreement.

 

Notwithstanding anything to the contrary in this Article VII, if the Master Servicer shall timely deliver the notice and request for proposal materials referred to in the fourth preceding paragraph, no resignation or termination of the Master Servicer shall be effective in connection with a Master Servicer Termination Event under Section 7.01(a)(vii), (viii) or (ix) of this Agreement, and the Master Servicer shall continue to perform as such and to collect the servicing fee until the conclusion of the process described in this clause (a).

 

(b)           “Special Servicer Termination Event,” wherever used herein, means any one of the following events:

 

(i)            any failure by the Special Servicer to deposit into the REO Account at or within the time specified by this Agreement and such failure continues unremedied for one Business Day, or any failure by the Special Servicer to remit to Master Servicer for deposit into, the Collection Account (or, in the case of a Serviced Whole Loan, the related Serviced Whole Loan Collection Account) any amount required to be so remitted by the Special Servicer pursuant to, and at the time specified by, the terms of this Agreement; provided that the failure of the Special Servicer to remit such amount to the Master Servicer shall not be a Special Servicer Termination Event if such failure is remedied within two Business Days and if the Special Servicer has compensated the Master Servicer for any loss of income on such amount suffered by the Master Servicer due to and caused by the late remittance of the Special Servicer and reimburse the Trust for any resulting Advance Interest Amount due to the Master Servicer;

 

(ii)           any failure on the part of the Special Servicer duly to observe or perform in any material respect any of its other covenants or obligations contained in this Agreement, which failure continues unremedied for a period of 30 days (or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the case of the Special Servicer’s obligations contemplated by Article X (except as otherwise provided under clause (x) of this definition of “Special Servicer Termination Event”), or (B) 15 days in the case of failure to pay the premium for any insurance policy required to be force placed by the Special Servicer pursuant to this Agreement or in any event such reasonable shorter period of time as is necessary to avoid the commencement of foreclosure proceedings for any lien relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Special Servicer, by (a) any other party hereto, with a copy to each other party to this Agreement, (b) the Holders of Certificates of any Class evidencing Percentage Interests aggregating not less than 25% of such Class or (c) an affected Serviced Companion Loan Noteholder; provided that, if such failure is capable of being cured and the Special Servicer is diligently pursuing such cure, such 30- or 45-day period, as applicable, will be extended an additional 30 days; provided, further, however, that such extended period will not apply to the obligations regarding Exchange Act reporting contemplated by Article X;

 


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(iii)          any breach on the part of the Special Servicer of any representation or warranty contained in Section 2.04(b) of this Agreement, which materially and adversely affects the interests of any Class of Certificateholders or Serviced Companion Loan Noteholders 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, shall have been given (a) to the Special Servicer by any party hereto, or (b) to the Master Servicer, the Special Servicer, the Depositor and the Trustee (x) by the Holders of Certificates of any Class evidencing Percentage Interests aggregating not less than 25% of such Class or (y) by an affected Serviced Companion Loan Noteholder; provided that, if such breach is capable of being cured and the Special Servicer is diligently pursuing such cure, such 30-day period will be extended an additional 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, 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 Special Servicer and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days;

 

(v)           the Special Servicer 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 Special Servicer or of or relating to all or substantially all of its property;

 

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

 

(vii)         the Special Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer and is not restored to such status on such list within sixty (60) days;

 

(viii)        the Special Servicer is no longer rated at least “CSS3” by Fitch and such Special Servicer is not reinstated to at least that rating within 60 days of the delisting;

 

(ix)          KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (B) placed one or more Classes of Certificates on “watch status” in contemplation of possible rating downgrade or withdrawal (and such qualification, downgrade or withdrawal or “watch status” placement shall not have been withdrawn by KBRA within sixty (60) days of actual knowledge by the Special Servicer of such event), and, in the case of either of clause (A) or (B), publicly citing servicing concerns with the Special Servicer as the sole or a material factor in such rating action; or




 


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(x)           subject to Section 10.16(c), any failure by the Special Servicer to deliver (a) any Exchange Act reporting items required to be delivered by the Special Servicer to the Trustee or the Certificate Administrator under Article X by the time required under Article X or (b) any Exchange Act reporting items that a primary servicer, sub-servicer or Servicing Function Participant (such entity, the “Sub-Servicing Entity”) retained by the Special Servicer (but excluding any Mortgage Loan Seller Sub-Servicer) is required to deliver (any Sub-Servicing Entity shall be terminated if it defaults in accordance with the provision of this clause (viii);

 

then, and in each and every such case, so long as a Special Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of (x) the Holders of at least 25% of the aggregate Voting Rights of all Certificates, (y) for so long as no Control Termination Event has occurred and is continuing, the Directing Holder, or (z) the Depositor with respect to clause (ii) above (to the extent such Special Servicer Termination Event relates to the obligations regarding Exchange Act reporting contemplated by Article X) or clause (viii) above upon five (5) Business Days’ notice, shall, terminate all of the rights and obligations of the Special Servicer (other than the rights to indemnification provided in Section 6.03(a) of this Agreement and compensation provided in Section 3.12(c) of this Agreement). In the case of clause (vii) above, the Trustee shall, upon actual knowledge by a Responsible Officer of such Special Servicer Termination Event, be required to notify the Special Servicer and the Certificate Administrator, and the Certificate Administrator, upon receipt of such notice or upon actual knowledge by a Responsible Officer of such Special Servicer Termination Event, shall notify the Certificateholders and Serviced Companion Loan Noteholders of such Special Servicer Termination Event and request whether such Certificateholders and, if applicable, the Serviced Companion Loan Noteholders favor such termination.

 

(c)          
Notwithstanding Section 7.01(a), (i) if any Master Servicer Termination Event occurs
that affects a Serviced Companion Loan and the Master Servicer is not otherwise terminated or (ii) if an NRSRO engaged to rate
a Serviced Companion Loan Security qualifies, downgrades or withdraws its rating of such Serviced Companion Loan Security, publicly
citing servicing concerns with the Master Servicer as the sole or a material factor in such rating action and that rating action
is not withdrawn within 60 days, then the Trustee, at the direction of the Companion Loan Noteholder, shall direct the Master
Servicer to appoint a sub-servicer (or if a sub-servicer is then sub-servicing such Serviced Whole Loan, to appoint a new sub-servicer
to service such Serviced Whole Loan, but only if such existing sub-servicer is in default after any applicable cure periods under
the related sub-servicing agreement, and the Master Servicer shall be permitted to terminate the sub-servicing agreement due to
such default) with respect all of the rights and obligations of the Master Servicer under this Agreement related to such Serviced
Whole Loan. The Master Servicer shall appoint a replacement sub-servicer with respect to such Serviced Whole Loan; provided
that such sub-servicer meets the eligibility requirements of a successor master servicer under Section
7.02 (including receipt of a Rating Agency Confirmation relating to the Certificates and Serviced Companion Loan Securities,
if any) and the eligibility requirements of each Other Pooling and Servicing Agreement.

 

(d)           Notwithstanding Section 7.01(b), (i) if any Special Servicer Termination Event occurs that affects a Serviced Companion Loan and the Special Servicer is not otherwise terminated or (ii) if an NRSRO engaged to rate a Serviced Companion Loan Security qualifies,




 


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downgrades
or withdraws its rating of such Serviced Companion Loan Security, publicly citing servicing concerns with the Special Servicer
as the sole or a material factor in such rating action and that rating action is not withdrawn within 60 days, then the Trustee,
at the direction of the Companion Loan Noteholder, shall terminate the Special Servicer with respect to the related Serviced Whole
Loan only, but no other Mortgage Loan.

 

(e)           If the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee (the “Terminating Party”) 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 the proceeds thereof, other than any rights the Terminated Party has to Excess Servicing Fees, any rights it has 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 Reimbursement 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 notwithstanding any such termination), and with respect to the Special Servicer, the right to receive any Workout Fee subsequent to its termination as Special Servicer, pursuant to Section 3.12(c) of this Agreement. No successor Special Servicer shall be entitled to such Workout Fee received by the terminated Special Servicer. 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 if and to the extent that it is a Certificateholder), the Mortgage Loans, the Serviced Companion Loans or otherwise, shall pass to and be vested in the Terminating Party pursuant to and under this Section and, without limitation, the Terminating Party 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 related documents, or otherwise. The Master Servicer and the Special Servicer each agree 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 Terminating Party with all documents and records requested by the Terminating Party to enable the Terminating Party to assume its functions hereunder, and to cooperate with the Terminating Party and the successor to its responsibilities hereunder in effecting the termination of its responsibilities and rights hereunder, including, without limitation, the transfer to the successor Master Servicer or Special Servicer or the Terminating Party, 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, the applicable Serviced Whole Loan Collection Account, any REO Account, the Loss of Value Reserve Fund, any Gain-on-Sale Reserve Account, Lock-Box Account or Cash Collateral Account or which shall thereafter be received with respect to the Mortgage Loans, and shall promptly provide the Terminating Party or such successor Master Servicer or successor Special Servicer (which may include the Trustee) all documents and records reasonably requested by it, such documents and records to be provided in such form as the Terminating Party or such successor Master Servicer or Special Servicer shall reasonably request (including electronic form), to enable it to assume the Master Servicer’s or Special Servicer’s function hereunder. All reasonable costs and

 


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expenses
of the Terminating Party (including the cost of obtaining a Rating Agency Confirmation and any applicable indemnity) or the successor
Master Servicer or successor Special Servicer incurred in connection with transferring the Mortgage Files to the successor Master
Servicer or Special Servicer and amending this Agreement to reflect such succession as successor Master Servicer or successor
Special Servicer pursuant to this Section 7.01 shall be paid by the predecessor Master Servicer or the Special Servicer,
as applicable, upon presentation of reasonable documentation of such costs and expenses. If the predecessor Master Servicer or
Special Servicer (as the case may be) has not reimbursed the Terminating Party 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. If and to the
extent that the Terminated Party has not reimbursed such costs and expenses, the Terminating Party shall have an affirmative obligation
to take all reasonable actions to collect such expenses on behalf of the Trust Fund.

 

In no event shall the Trustee or the Certificate Administrator be deemed to have knowledge of, or be aware of, any Master Servicer Termination Event or Special Servicer Termination Event until a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, has received written notice thereof or has actual knowledge thereof.

 

No
removal or replacement of the Master Servicer or the Special Servicer as contemplated by this Agreement shall become effective
until (i) the Trustee or a successor Master Servicer or Special Servicer shall have assumed the resigning or terminated Master
Servicer’s or Special Servicer’s responsibilities, duties, liabilities and obligations hereunder, (ii) the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 10.09, (iii) any other information required under
Section 10.03 or Section 10.09 has been delivered
to any applicable Other Depositor with respect to any related Companion Loan, and (iv) as to any resignation, removal, succession,
merger or consolidation of the Master Servicer or the Special Servicer that would constitute a Reportable Event, upon at least
4 Business Days prior notice of the anticipated effective date of such event, the Certificate Administrator and the Depositor
shall cooperate in a timely manner with the Master Servicer, the Special Servicer or any other Person pursuing such resignation,
removal, succession, merger or consolidation, as applicable, in connection with the Depositor’s or the Certificate Administrator’s
obligation to file any related required Form 8-K relating to this Trust on the anticipated effective date of such event.

 

Section
7.02     Trustee to Act; Appointment of Successor. Upon the receipt
of a notice of termination by the Master Servicer or the Special Servicer pursuant to Section 7.01 of this Agreement, the
Terminating Party (subject to Section 7.01(a) and Section 7.01(c)) shall be its successor, until a successor is
appointed by the Directing Holder as provided in this Section 7.02 or Section 3.22(b), as applicable, in all respects
in its capacity as the Master Servicer or the 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 that (i) the Terminating Party 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, 




 


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or
delay in providing, records, tapes, disks, information or monies shall not be considered a termination event for such successor
hereunder. The Trustee, as successor Master Servicer or successor Special Servicer, shall be indemnified to the full extent provided
to 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 the Master
Servicer or the Special Servicer. The Terminating Party shall not be liable for any of the representations and 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 hereunder nor shall the Trustee be required to purchase any Mortgage Loan or any Serviced
Companion Loan hereunder. As compensation therefor, the Terminating Party as successor Master Servicer or successor Special Servicer
shall be entitled to the Servicing Compensation or Special Servicing Compensation, as applicable, and all funds relating to the
Mortgage Loans or the Serviced Companion Loans that accrue after the date of the Terminating Party’s succession to which
such predecessor Master Servicer or Special Servicer would have been entitled if such predecessor Master Servicer or Special Servicer,
as applicable, had continued to act hereunder. If any Advances made by the Master Servicer or the Trustee shall at any time be
outstanding, or any amounts of interest thereon shall be accrued and unpaid, all amounts available to repay Advances and interest
hereunder shall be applied entirely to the Advances made by the Trustee (and the accrued and unpaid interest thereon), until such
Advances and interest shall have been repaid in full. Notwithstanding the above, the Trustee may, if it shall be unwilling to
so act, or shall if it is unable to so act or if the Holders of Certificates entitled to (i) in the case of the Master Servicer,
at least 25% of the aggregate Voting Rights (or, for so long as no Control Termination Event has occurred and is continuing, the
Directing Holder), or (ii) in the case of the Special Servicer, at least 25% of the aggregate Voting Rights (or, for so long as
no Control Termination Event has occurred and is continuing, the Directing Holder), so request in writing to the Trustee, or,
with respect to a Serviced Whole Loan, if an affected Serviced Companion Loan Noteholder so requests in writing to the Trustee, or if the Trustee is not an “approved” servicer by any of the Rating Agencies for mortgage pools similar to the Trust Fund, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution that, for so long as no Control Termination Event has occurred and is continuing, has been approved by the Directing Holder (which approval shall not be unreasonably withheld in the case of the appointment of a successor Master Servicer) to act as the successor to the Master Servicer or Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or Special Servicer hereunder; provided that the Trustee shall obtain a Rating Agency Confirmation with respect to the Certificates and any Serviced Companion Loan Securities. No appointment of a successor to the Master Servicer or Special Servicer hereunder shall be effective until the assumption by such successor of all the Master Servicer’s or Special Servicer’s responsibilities, duties and liabilities hereunder, which appointment has been approved, if no Control Termination Event has occurred and is continuing, by the Directing Holder, such approval not to be unreasonably withheld. 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

 


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such
capacity as hereinabove provided. Pending the appointment of a successor to the Special Servicer, the Trustee 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, Serviced Companion Loans or otherwise as it and such successor
shall agree; provided that no such compensation shall be in excess of that permitted to the Terminated Party hereunder,
unless no successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, in
which case 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. Any successor Special Servicer shall be subject to the rights of
the Directing Holder under Section 3.22(b) of this Agreement. The Depositor, the Trustee, the Master Servicer or Special
Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such
succession.

 

If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer, it may reduce the Master Servicer’s Excess Servicing Fee Rate to the extent that it’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Master Servicer’s Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of this Section 7.02.

 

Section
7.03     Notification to Certificateholders and Other Persons.  (a) Upon its receipt
of written notice of 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, the 17g-5 Information Provider (who shall promptly post such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), the Operating Advisor,
the Asset Representations Reviewer and to each Serviced Companion Loan Noteholder at its address appearing in the Serviced Companion
Loan Noteholder Register.

 

(b)           Within 30 days after the occurrence of any Servicer Termination Event (or any analogous servicer termination event under any Other Pooling and Servicing Agreement relating to any Non-Serviced Whole Loan), Operating Advisor Termination Event or Asset Representations Reviewer Termination Event of which a Responsible Officer of the Trustee has actual knowledge, the Trustee shall transmit by mail to the Depositor, the Certificate Administrator (who shall then notify all Holders of Certificates), the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), and each Serviced Companion Loan Noteholder, notice of such Servicer Termination Event, Operating Advisor Termination Event or Asset Representations Reviewer Termination Event, unless such Servicer Termination Event, Operating Advisor Termination Event or Asset Representations Reviewer 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 the Servicer Termination Event shall not have been




 


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remedied,
the Trustee, in addition to the rights specified in Section 7.01 of this Agreement, 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, in the case of
any Serviced Companion Loan, of the related Serviced Companion Loan Noteholders (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 Trust Fund (and, in the case of any Serviced Whole Loan, such amounts shall be allocated in accordance with the expense
allocation provision of the related Intercreditor Agreement). 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.

 

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 may, together with
each affected Serviced Companion Loan Noteholder (to the extent they are adversely affected by such Servicer Termination Event
or Operating Advisor Termination Event, as applicable), on behalf of all Holders of Certificates waive any termination event (within
20 days of the receipt of notice from the Certificate Administrator of the occurrence of such termination event) with respect
to the Master Servicer, the Special Servicer or the Operating Advisor in the performance of its obligations hereunder and its
consequences, except a termination event with respect to making any required deposits (including, with respect to the Master Servicer,
P&I Advances) to or payments from the Collection Account, any Serviced Whole Loan Collection Account or the Lower-Tier Distribution
Account, or in remitting payments as received, in each case in accordance with this Agreement. Upon any such waiver of a past
termination event, such termination event 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 termination event or impair any right consequent thereon. Notwithstanding the foregoing, a Master Servicer
Termination Event under Section 7.01(a)(ii) (to the extent such Master Servicer Termination Event relates to the obligations
regarding Exchange Act reporting contemplated by Article X) or Section 7.01(a)(x)
or a Special Servicer Termination Event under Section 7.01(b)(ii) (to the extent such Special Servicer Termination
Event relates to the obligations regarding Exchange Act reporting contemplated by Article X)
or Section 7.01(b)(x) of this Agreement may be waived only with the consent of the Depositor and each affected Other Depositor.

 

Section 7.06     Trustee as Maker of Advances.  If the Master Servicer fails to fulfill its obligations hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five Business Days of the Master Servicer Termination Event resulting from such failure by the Master Servicer with respect to Servicing Advances to the extent a Responsible Officer of the Trustee has actual knowledge of such failure with respect to such Servicing Advances and (y) by 12:00 noon (New York City time) on the related Distribution Date with respect to P&I Advances pursuant to the Trustee’s receipt of 




 


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notice
of failure pursuant to Section 4.07(a) of this Agreement unless the Trustee has received notice that such failure has been
cured by 11:00 a.m. on such Distribution Date. With respect to any such Advance made by the Trustee, the Trustee shall succeed
to all of the Master Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s
rights of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance
is a Nonrecoverable Advance (without regard to any impairment of any such rights of reimbursement caused by the Master Servicer’s
failure to perform its obligations hereunder); provided that if Advances made by the Trustee and the Master Servicer shall
at any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such Advances
and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such Advances shall
have been repaid in full, together with all interest accrued thereon, prior to reimbursement of the Master Servicer for such Advances.
The Trustee shall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable Advance or any determination
of nonrecoverability in connection therewith by the Master Servicer hereunder.

 

Section 7.07     Termination of the Operating Advisor.  (a) An “Operating Advisor Termination Event” means any one of the following events whether any such event 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, requiring the same to be remedied, shall have been given to the Operating
Advisor by any party hereto or to the Operating Advisor, the Certificate Administrator and the Trustee by the Holders of Certificates
having greater than 25% of the aggregate Voting Rights; provided that 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 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 Operating Advisor to perform 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, requiring the same to be remedied, is given in writing 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 after the date on which written notice of such failure, requiring the same to be remedied, is given in writing to the Operating Advisor by any party to this Agreement;

 

(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




 


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receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Operating Advisor, and such decree or order shall
have remained in force undischarged or unstayed for a period of 60 days;

 

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

 

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

 

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 the Certificate Administrator’s
Website and by mail, unless the Certificate Administrator has received notice that it has been remedied. If an Operating Advisor
Termination Event has occurred then, and in each and every such case, so long as such Operating Advisor Termination Event shall
not have been remedied, 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 Regular 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; provided that no such
termination shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations of
the Operating Advisor under this Agreement. 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 has actual knowledge.

 

The holders of Voting Rights representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Certificate Administrator of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of an Operating Advisor Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor Termination Event prior to such waiver from the Trust.

 

(b)           Upon (i) the written direction of holders of Certificates evidencing not less than 15% of the aggregate Voting Rights requesting a vote to terminate and replace the




 


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Operating
Advisor with a proposed successor Operating Advisor that is an Eligible Operating Advisor and (ii) payment by such Holders to
the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection
with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the Operating Advisor
and to all Certificateholders by (i) posting such notice on the Certificate Administrator’s Website and (ii) mail at their
addresses appearing in the Certificate Register. Upon the written direction of Holders of Certificates evidencing more than 50%
of the Voting Rights that exercise their right to vote (provided that Holders of at least 50% of the Voting Rights exercise
their right to vote), the Trustee shall terminate all of the rights and obligations of the Operating Advisor with respect to the
Mortgage Loans 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 written notice to the Operating Advisor, and the proposed successor operating advisor will be appointed.
The provisions set forth in the foregoing sentences of this Section 7.07(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 other than may arise, as a result of the failure to
comply with the above described voting procedures. 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
provisions set forth in the foregoing sentences of this Section 7.07(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 other than may arise,
as a result of the failure to comply with the above described voting procedures. 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.

 

(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(a) of this Agreement or (2) the Certificate Administrator delivers such written notice of termination to the Operating Advisor, the Trustee shall upon the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights of each Class of Certificates appoint a successor Operating Advisor that is an Eligible Operating Advisor, which successor Operating Advisor may be an Affiliate of the Trustee and shall be the proposed Operating Advisor in the case of a termination pursuant to Section 7.07(b) of this Agreement; provided that if the Trustee is acting as the successor Master Servicer or successor Special Servicer, neither the Trustee nor any of its Affiliates shall be the successor Operating Advisor. The Trustee shall provide written notice of the appointment of a successor Operating Advisor to the Master Servicer, the Special Servicer and the Certificate Administrator (and the




 


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Certificate
Administrator shall promptly provide such notice to the Directing Holder, each Serviced Companion Loan Noteholder and each Certificateholder)
within one Business Day of such appointment. The Operating Advisor shall not at any time be the Depositor, the Master Servicer,
the Special Servicer, a Mortgage Loan Seller, an Other Depositor, an Other Servicer, an Other Special Servicer 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 upon the written direction of Holders of Certificates evidencing not less
than 25% of the Voting Rights of each Class of Certificates appoint a successor Operating Advisor subject to and in accordance
with this Section 7.07(c), which successor Operating Advisor may be an Affiliate of the
Trustee.

 

(d)           Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator, the Depositor, the Certificateholders, any Serviced Companion Loan Noteholder, the Risk Retention Consultation Parties, the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) and, if no Consultation Termination Event has occurred and is continuing, the Directing Holder. If the Operating Advisor is terminated, all of its rights and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination).

 

(e)          
The parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed,
that (i) subject to Article VI, the Operating Advisor shall have no liability to any Certificateholder for any actions taken or
for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty to any particular Class of Certificates
or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within
the meaning of the Investment Advisers Act of 1940, as amended.

 

ARTICLE VIII 

 

CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR

 

Section 8.01     Duties of Trustee and Certificate Administrator. (a) Each of the Trustee and the Certificate Administrator 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 7.05 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 their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.




 


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(b)           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 the case may be, which are specifically required to be furnished to the Trustee or the Certificate Administrator pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed in Article II, any CREFC® reports, and any information delivered for posting to the Certificate Administrator’s Website), shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided that, the Trustee or the Certificate Administrator, as applicable, shall not 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 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 the provider of such instrument to have the instrument corrected, and if the instrument is not corrected to such Trustee’s or such Certificate Administrator’s reasonable satisfaction, such Trustee or such Certificate Administrator will provide notice thereof to the Certificateholders.

 

(c)           None of the Trustee, the Certificate Administrator or any of their 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 construed to relieve the Trustee, the Certificate Administrator 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)           
The Trustee’s and the Certificate Administrator’s duties and obligations 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 regard to such party 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, as the case may be, the Trustee and the Certificate Administrator
may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any resolutions,
certificates, statements, reports, opinions, documents, orders or other instruments furnished to the Trustee or the Certificate
Administrator, as the case may be, that conform on their face to the requirements of this Agreement to the extent set forth herein
without responsibility for investigating the contents thereof;

 

(ii)           Reserved;

 

(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 25% of the Percentage Interests (or such other higher or lower percentage as is specified herein) of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the




 


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Trustee
or the Certificate Administrator, as the case may be, or exercising any trust or power conferred upon the Trustee or the Certificate
Administrator, as the case may be, under this Agreement;

 

(iv)          Neither the Trustee nor the Certificate Administrator nor any of their 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 an Affiliate of the Trustee or Certificate Administrator, respectively, and that is selected other than by the Trustee or Certificate Administrator, respectively, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any other Person, including, without limitation, in connection with actions taken pursuant to this Agreement;

 

(v)          
Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its respective duties as Trustee or Certificate Administrator in accordance with this Agreement
(and, if it does, all legal expenses and costs of such action shall be expenses and costs of the Trust Fund (and, in the case
of any Whole Loan, any such costs and expenses shall be allocated in accordance with the allocation provisions of the related
Intercreditor Agreement), and the Trustee or the Certificate Administrator, as applicable, shall be entitled, as provided in Section
3.06 hereof, to be reimbursed therefor from amounts on deposit in the Collection Account (and with respect to any Serviced
Whole Loan, the related Serviced Whole Loan Collection Account) or the Distribution Account and identified on the Trust Ledger,
unless such legal action arises out of the negligence or bad faith of the Trustee or Certificate Administrator, as applicable,
or any breach of a representation or warranty of the Trustee or Certificate Administrator, as applicable, contained herein; and

 

(vi)          Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator, as applicable, may be required to act, unless a Responsible Officer of the Trustee or Certificate Administrator, as applicable, obtains actual knowledge of such act, failure or breach. Neither the Trustee nor the Certificate Administrator shall be deemed to have actual knowledge of the Master Servicer’s or the Special Servicer’s failure to provide scheduled reports, certificates and statements when and as required to be delivered to the Trustee or Certificate Administrator, as applicable, pursuant to this Agreement.

 

None of the provisions contained in this Agreement shall require either the Trustee, in its capacity as Trustee or the Certificate Administrator, in its capacity as Certificate Administrator, 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 the case may be, the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator, as the case may be, to perform, or be responsible for the manner of




 


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performance
of, any of the obligations of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer
under this Agreement, except, in the case of the Trustee, during such time, if any, as the Trustee shall be the successor to,
and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with
the terms of this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond
of any kind in connection with its 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. Notwithstanding any other provision
hereof, when acting as the Master Servicer hereunder, the Trustee shall comply with the Servicing Standard.

 

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)            The Trustee and the Certificate Administrator may request and/or conclusively rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, direction of the Depositor, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties 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 the written advice of such counsel or such Opinion of Counsel;

 

(iii)          (A) Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or 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 the case may be, security or indemnity reasonably satisfactory to the Trustee or the Certificate Administrator, as the case may be, against the costs, expenses and liabilities which may be incurred therein or thereby, provided that 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; and (B) the right of the Trustee and the Certificate Administrator to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee or the Certificate Administrator, as the case may be, shall not be answerable for other than its own negligence or willful misconduct or bad faith in the performance of any such act;




 


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(iv)          None of the Trustee, the Certificate Administrator or any of their directors, officers, employees, Affiliates, agents or “control” persons within the meaning of the Act shall be personally liable (A) for an error of judgment made in good faith by a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, unless it shall be proved that the Trustee or the Certificate Administrator, as the case may be, was negligent in ascertaining the pertinent facts or (B) for any action taken, suffered or omitted by it in good faith and reasonably believed by the Trustee or the Certificate Administrator, as the case may be, 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, appraisal, bond or other
paper or document, unless requested in writing to do so by Holders of Certificates entitled to greater than 25% (or such other
percentage as is specified herein) of the Percentage Interests of each affected Class; provided that if the payment within
a reasonable time to the Trustee or the Certificate Administrator, as the case may be, 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
the case may be, not reasonably assured to the Trustee or the Certificate Administrator, as the case may be, by the security afforded
to it by the terms of this Agreement, the Trustee or the Certificate Administrator, as the case may be, may require indemnity
reasonably satisfactory to it from such requesting Holders against such cost, 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 otherwise
by the Certificateholders requesting the investigation;

 

(vi)          The Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder and the Trustee and the Certificate Administrator may perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys but shall not be relieved of the obligations hereunder; provided that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person that is a Prohibited Party;

 

(vii)         Other than in the case of actual fraud (as determined by a non-appealable final court order), 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;

 

(viii)        In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations hereunder due to force majeure




 


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or acts of God;
provided that such failure or delay is not also a result of its own negligence, bad faith or willful misconduct;

 

(ix)          Except as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations performed in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank, National Association, or where the groups or divisions responsible for performing the obligations in such capacities have one or more of the same Responsible Officers, provided in any event, however, the knowledge of employees performing special servicing functions shall not be imputed to employees performing master servicing functions, and the knowledge of employees performing master servicing functions shall not be imputed to employees performing special servicing functions; 

 

(x)           Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and

 

(xi)          Nothing herein shall be construed as an obligation of the parties to this Agreement to advise the Certificateholders with respect to their rights and protections relative to the Trust.

 

(b)           Following the Startup Day, the Trustee and the Certificate Administrator shall not, 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 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 an Adverse REMIC Event.

 

(c)           All rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee and the Certificate Administrator, 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 and the Certificate Administrator shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.

 

(d)           Neither the Trustee nor the Certificate Administrator shall have a duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Mortgage Loan by any Mortgage Loan Seller pursuant to this Agreement or the eligibility of any Mortgage Loan for purposes of this Agreement.

 

(e)           Each of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder




 


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(including,
without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider, Paying Agent and Authenticating Agent).

 

(f)            In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Certificate Administrator and the Trustee, as the case may be, are required to obtain, verify and record certain information relating to individuals and entities that maintain a business relationship with the Certificate Administrator or the Trustee. Accordingly, each of the parties hereto agrees to provide to the Certificate Administrator and the Trustee, upon its respective request from time to time, such identifying information and documentation as may be available for such party in order to enable the Certificate Administrator and the Trustee to comply with Applicable Law.

 

Section 8.03     Trustee and Certificate Administrator Not Liable for Certificates or Mortgage Loans.  The recitals contained herein and in the Certificates shall not be taken as the statements of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer, or the Special Servicer and the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer assume no responsibility for their correctness. The Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer make no representations or warranties as to the validity or sufficiency of this Agreement, of the Certificates or any offering document 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: (i) the existence,
condition and ownership of any Mortgaged Property; (ii) 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)
or the enforceability thereof; (iii) 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); (iv) the validity of the assignment of any Mortgage Loan to the Trust Fund or of any
intervening assignment; (v) the completeness of any Mortgage File; 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); (vi) the compliance by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the
Asset Representations Reviewer with any warranty or representation made under this Agreement or in any related document or the
accuracy of any such warranty or representation prior to the Trustee’s receipt of written notice or other discovery of
any non-compliance therewith or any breach thereof; (vii) any investment of monies by or at the direction of the Master Servicer
or any loss resulting therefrom, the acts or omissions of any of the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer (other than if the Trustee shall assume the 

 


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duties
of the Certificate Administrator, the Master Servicer or Special Servicer pursuant to Section 7.02 of this Agreement) or
any sub-servicer or any Borrower; any action of the Master Servicer or Special Servicer (other than if the Trustee shall assume
the duties of the Master Servicer or Special Servicer pursuant to Section 7.02 of this Agreement) 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; (viii)
the failure of the Master Servicer or the Special Servicer or any sub-servicer to act or perform any duties required of them on
behalf of the Trust Fund or the Trustee hereunder; or (ix) any action by or omission of the Trustee or the Certificate Administrator
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) unless the taking of such action
is not permitted by the express terms of this Agreement; provided that the foregoing shall not relieve the Trustee or the
Certificate Administrator of their respective obligations to perform their duties as specifically set forth in this Agreement.
The Trustee or the Certificate Administrator shall not be accountable for the use or application by the Depositor, the Certificate
Administrator (in the case of the Trustee only), the Trustee (in the case of the Certificate Administrator only), the Master Servicer
or the Special Servicer of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any
funds paid to the Depositor, the Certificate Administrator (in the case of the Trustee only), the Trustee (in the case of the
Certificate Administrator only), the Master Servicer or the Special Servicer in respect of the assignment of the Mortgage Loans
or deposited in or withdrawn from the Collection Accounts, any Serviced Whole Loan Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Lock-Box Account, the Cash Collateral Account, the Reserve Accounts, the Interest
Reserve Account, any REO Account or any Gain-on-Sale Reserve Account or any other account maintained by or on behalf of the Certificate
Administrator, the Master Servicer or the Special Servicer, other than any funds held by the Trustee or the Certificate Administrator.
Neither the Trustee nor the Certificate Administrator shall have any 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 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 the case may be, shall assume
that such payment is so permitted unless a Responsible Officer of the Trustee or the Certificate Administrator, as the case may
be, 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. The Depositor is not obligated to monitor or supervise the performance
of the Trustee or the Certificate Administrator under this Agreement or otherwise.

 

Section 8.04     Trustee and Certificate Administrator May Own Certificates.  The Trustee, the Certificate Administrator and any agent of the Trustee or the Certificate Administrator in its individual capacity or any other capacity may become the owner or pledgee of Certificates, and may deal with the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Initial Purchasers and the Underwriters in banking transactions, with the same rights it would have if it were not Trustee, Certificate Administrator or such agent, as the case may be.




 


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Section 8.05    Payment of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification.  (a) On each Distribution Date, prior to the distribution of amounts to the Certificateholders, the Certificate Administrator shall be entitled to withdraw and pay the Trustee and itself its respective portion of the Certificate Administrator/Trustee Fee, as reasonable compensation from amounts remitted to the Lower-Tier Distribution Account (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), for all services rendered in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee and the Certificate Administrator at the Certificate Administrator/Trustee Fee Rate. The Trustee’s fee shall be paid as a portion of the Certificate Administrator/Trustee Fee.

 

(b)           If 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 (other than the rights of the Special Servicer to receive any Workout Fee specified in Section 3.12(c) of this Agreement if the Special Servicer is terminated).

 

(c)          
The Trustee, the Custodian and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for
all reasonable expenses, disbursements and advances incurred or made by the Trustee, the Custodian or the Certificate Administrator
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), which the Certificate Administrator will be
entitled to withdraw from the Distribution Accounts prior to the distribution to Certificateholders to the extent set forth herein
and to the extent such payments are “unanticipated expenses incurred by the REMIC” within the meaning of Treasury
Regulations Section 1.860G-1(b)(iii) except any such expense, disbursement or advance as may arise from its negligence, willful
misconduct or bad faith; provided that, subject to the last paragraph of Section 8.01 and Section 8.02(a)(iii)
of this Agreement, the Trustee, the Custodian or the Certificate Administrator shall not refuse to perform any of their respective
duties hereunder solely as a result of the failure to be paid their respective portion of the Certificate Administrator/Trustee
Fee, or the Trustee’s, Custodian’s or Certificate Administrator’s previously-incurred expenses, as applicable.
The term “unanticipated expenses incurred by the REMIC” shall include any fees, expenses and disbursement of any separate
Trustee or co-Trustee appointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably anticipated
as of the Closing Date and are attributable to the Lower-Tier REMIC or the Upper-Tier REMIC and the losses, liabilities, damages,
claims or expenses (including reasonable attorneys’ fees) incurred or advanced by an Indemnified Party in connection with
any litigation arising out of this Agreement attributable to the Lower-Tier REMIC or the Upper-Tier REMIC, 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 Master Servicer and the Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable expenses, disbursements and advances 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




 


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the
resignation or removal of the Master Servicer or Special Servicer (except in the case of removal of the Special Servicer without
cause), as applicable, in accordance with any of the provisions of this Agreement (and including the reasonable fees and expenses
and disbursements of its counsel and all other persons not regularly in its employ), except any such expense, disbursement or
advance as may arise from the negligence, willful misconduct or bad faith of the Trustee.

 

(d)           Each of the Certificate Administrator, the Custodian, the Paying Agent, the Trustee, the Depositor, the Master Servicer and the Special Servicer (each, for purposes of this Section 8.05(d), an “Indemnifying Party”) shall (severally and not jointly) indemnify the Trustee (both in its capacity as Trustee and individually), the Asset Representations Reviewer and the Certificate Administrator (in its capacity as Certificate Administrator, Custodian, Paying Agent and individually) and each of their Affiliates and each of the partners, shareholders, members, managers, directors, officers, employees, representatives and agents of the Trustee and the Certificate Administrator and each of their Affiliates (each, for purposes of this Section 8.05(d), an “Indemnified Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable 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 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 (including in the case of the Master Servicer, any agent of the Master Servicer or sub-servicer).


 


The Trust Fund shall indemnify each Indemnified Party and the Custodian from, and hold it harmless against, any and all losses, liabilities, damages, penalties, fines, forfeitures, judgments, claims or unanticipated expenses (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) arising in respect of this Agreement, the Mortgage Loans or the Certificates other than (i) resulting from the willful misconduct, bad faith, fraud or negligence of the Indemnified Party or the Custodian, as applicable, in the performance of its obligations and duties under this Agreement, (ii) by reason of its negligent disregard of those obligations or duties, or as may arise from a breach of any representation or warranty of the Indemnified Party or the Custodian, as applicable, made in this Agreement and (iii) as to which such Indemnified Party or the Custodian, as applicable, is entitled to indemnification pursuant to this Section 8.05(d). The right of reimbursement of the Indemnified Parties under this Section 8.05(d) shall be senior to the rights of all Certificateholders.

 

For the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the issuing entity or a party to this Agreement is required to indemnify another party to this Agreement for costs, fees and expenses, such costs, fees and expenses are intended to include costs (including, but not limited to, reasonable attorney’s fees and expenses) of the enforcement of such indemnity.


 


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(e)           Notwithstanding anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this Agreement or the resignation, removal or termination of the Trustee or the Certificate Administrator, as the case may be, regarding rights accrued prior to such resignation, removal or termination and (with respect to any acts or omissions during its respective tenures) the resignation, removal or termination of the Master Servicer, the Special Servicer, the Paying Agent, the Certificate Administrator, the Certificate Registrar or the Custodian.

 

(f)           This Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation, expenses, disbursements, advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law or environmental matter.

 

(g)          
Each of the Certificate Administrator, the Custodian, the Paying Agent and the Trustee (in each case with respect to itself only,
for purposes of this Section 8.05(g), an “Indemnifying Party”) shall (severally and not jointly) indemnify
the Trust Fund, the Depositor, the Master Servicer, the Special Servicer and each other, and each of their respective Affiliates
and each of the partners, shareholders, members, managers, directors, officers, employees, representatives and agents of the Master
Servicer and the Special Servicer and their respective Affiliates (each, for purposes of this Section 8.05(g), an “Indemnified
Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable 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 the applicable Indemnifying Party’s willful misconduct, bad faith,
fraud or negligence in the performance of its duties hereunder or by reason of negligent disregard of its obligations and duties
hereunder.

 

(h)           The Certificate Administrator (for purposes of this Section 8.05(h), the “Indemnifying Party”) shall, solely in its capacity as the 17g-5 Information Provider, indemnify each Mortgage Loan Seller and Deutsche Bank Securities Inc. (each, for purposes of this Section 8.05(h), an “Indemnified Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable 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) related to (i) the applicable Indemnifying Party’s willful misconduct, bad faith, fraud or negligence in the performance of its duties hereunder or by reason of negligent disregard of its obligations and duties hereunder 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 willful misconduct, bad faith, fraud or negligence in the performance of its duties hereunder or by reason of negligent disregard referred to in clause (i) above by the Indemnifying Party.




 


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(i)            Each of the Certificate Administrator, the Custodian, the Paying Agent, the Authenticating Agent, the Certificate Registrar and the Trustee (in each case with respect to itself only, for purposes of this Section 8.05(i), an “Indemnifying Party”) shall (severally and not jointly) indemnify the Trust Fund, the Depositor and the Retaining Sponsor and each other, and each of their respective Affiliates and each of the partners, shareholders, members, managers, directors, officers, employees, representatives and agents of the Depositor and the Retaining Sponsor and their respective Affiliates (each, for purposes of this Section 8.05(i), an “Indemnified Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses (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) that the Indemnified Party may sustain as a result of or relating to a violation of the Exchange Act or Risk Retention Rule if such violation, in whole or in part, arises out of or results from the applicable Indemnifying Party’s willful misconduct, bad faith, fraud or negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties, in each case, as set forth under Section 5.01(j) and 5.02(c)(vi) of this Agreement.

 

Section 8.06     Eligibility Requirements for Trustee and Certificate Administrator.  The Trustee and Certificate Administrator hereunder shall at all times:

 

(i)            be a corporation, national bank, national banking association or a trust company organized and doing business under the laws of any state or the United States of America,

 

(ii)           be authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement,


 


(iii)          have a combined capital and surplus of at least $100,000,000,

 

(iv)          be subject to supervision or examination by federal or state authority and, solely in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except, in the case of the Trustee, during any period when the Trustee has assumed the duties of the Master Servicer or Special Servicer, as the case may be, pursuant to Section 7.02 of this Agreement),

 

(v)           not be a Prohibited Party,

 

(vi)          be an institution insured by the Federal Deposit Insurance Corporation, and

 

(vii)         have a rating on its long-term senior unsecured debt of at least “A” by Fitch and “BBB+” by S&P; provided that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it has a rating on its long-term unsecured debt of at least “A-” by Fitch, (b) it has a rating on its short-term debt obligations of at least “F1” by Fitch and “A-2” by S&P, and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A+” by Fitch.


 


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Notwithstanding the foregoing, if the Trustee or the Certificate Administrator meets the provisions of clauses (i) through (iii), (v) and (vi) above, but does not meet the provisions of clause (iv) above, the Trustee or the Certificate Administrator, as the case may be, shall be deemed to meet the provisions of such clause (iv) if it appoints a fiscal agent as a back-up liquidity provider, provided that such fiscal agent meets the provisions of clauses (i) through (vi) above and shall have assumed in writing all obligations of the Trustee or the Certificate Administrator, as the case may be, to make Advances under this Agreement as and when required of the Trustee or the Certificate Administrator, as the case may be. 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. If the place of business from which the Trustee administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of any Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07 of this Agreement, (ii) pay such tax and continue as Trustee or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. If 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 the case may be, shall resign immediately in the manner and with the effect specified in Section 8.07 of this Agreement.

 

Section
8.07     Resignation and Removal of Trustee and Certificate Administrator.  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 Trustee, the Depositor, the Certificate Administrator , the Operating Advisor, the Asset Representations Reviewer,
the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, the Directing Holder and the 17g-5 Information Provider
(who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of
this Agreement). Upon notice of resignation from the Trustee, the Depositor shall use its reasonable best efforts to promptly
appoint a successor trustee, the appointment of which is subject to the requirements contained in Section 8.06 of this
Agreement and shall be, if no Control Termination Event has occurred and is continuing, reasonably acceptable to the Directing
Holder. Upon notice of resignation from the Certificate Administrator, the Trustee shall promptly appoint a successor certificate
administrator, the appointment of which is subject to the requirements contained in Section 8.06 of this Agreement. If
no successor trustee or certificate administrator shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as the case may be, may petition
any court of competent jurisdiction for the appointment of a successor. 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.

 

If at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 of this Agreement and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time 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 the case may be (or of




 


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its
property), shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator,
as the case may be (or of its property or affairs), for the purpose of rehabilitation, conservation or liquidation, or if the
Trustee or Certificate Administrator (if different than the Trustee) shall fail (other than by reason of the failure of either
the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances
beyond the Trustee’s or Certificate Administrator’s, as applicable, reasonable control), to timely publish any report
to be delivered, published or otherwise made available by the Certificate Administrator pursuant to Section
4.02 and such failure shall continue unremedied for a period of five (5) days, or if the Certificate Administrator
fails to make distributions required pursuant to Section 4.01 or Section
9.01, then the Depositor may remove the Trustee or the Certificate Administrator, as the case may be, and the Depositor
shall promptly appoint a successor acceptable to the Master Servicer by written instrument, which shall be delivered to the Trustee
or the Certificate Administrator, as the case may be, so removed and to the successor.

 

The Holders of Certificates entitled to at least 50% of the Voting Rights may, with cause (at any time) or without cause (at any time with 30 days’ prior written notice), remove the Trustee or the Certificate Administrator and appoint a successor by written instrument or instruments, in eight originals, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator and the successor trustee or certificate administrator, as applicable.

 

In addition, if the Trustee or the Certificate Administrator is terminated without cause, the terminating party shall pay all of the expenses of the Trustee or the Certificate Administrator, as the case may be, necessary to affect the transfer of its responsibilities to the successor.


 


If the Trustee 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 shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses, indemnities, and other amounts accrued or owing to it under this Agreement, plus interest at the Reimbursement Rate on all 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 or removal).

 

If the Certificate Administrator is terminated or removed pursuant to this Section 8.07, (i) all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, indemnities, expenses and other amounts accrued or owing to it under this Agreement with respect to periods prior to the date of such termination or removal) and (ii) such resignation, termination, or removal shall be effective with respect to each of its other capacities hereunder except its capacity as Custodian (but including, without limitation, its capacities as Certificate Registrar, 17g-5 Information Provider, Paying Agent and Authenticating Agent).


 


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Upon the resignation, assignment, or transfer of the Trustee or its business to a successor, or upon the termination of the Trustee, (a) the outgoing Trustee, at its own expense without right to reimbursement therefor, shall (A) endorse the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing Trustee), without recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered holders of Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13 or in blank, and (B) in the case of the other assignable Loan Documents (to the extent such other Loan Documents were assigned to the outgoing Trustee), assign and record such Loan Documents to such successor, and such successor shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed to the outgoing Trustee, the Custodian shall deliver such Mortgage Note to the successor trustee and the Custodian shall cooperate with any successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor trustee, as trustee for the registered holders of Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13 or in blank. If any assignable Loan Document (other than the Mortgage Note) was not assigned to the outgoing Trustee or if the Trustee is removed pursuant to Section 8.07 without cause, with respect to the Loan Documents identified in clause (B) of the preceding sentence, the Custodian shall deliver such Loan Document to the successor trustee and, if appropriate, such Loan Documents shall be recorded at the expense of the Trust (i) prior to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Holder, (ii) after the occurrence and continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, after consultation with the Directing Holder and the Operating Advisor and (iii) after the occurrence of a Consultation Termination Event, after consultation with the Operating Advisor and the reasonable cooperation (as determined by the Depositor) of the Depositor.


 


Section 8.08     Successor Trustee and Certificate Administrator. (a) Any successor trustee or certificate administrator shall execute, acknowledge and deliver to the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer, the Certificate Administrator (or in the case of a successor certificate administrator, to the predecessor Certificate Administrator) and the Trustee, 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, 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 such successor shall satisfy the requirements contained in Section 8.06 of this Agreement and the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 10.09. The predecessor Trustee or Certificate Administrator, as applicable, shall deliver to its successor all Mortgage Files and related documents and statements held by it hereunder, and the Depositor 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 all such rights, powers, duties and obligations.


 


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No
successor trustee or certificate administrator, as the case may be, shall accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.06 of
this Agreement.

 

Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be so mailed at the expense of the Depositor.

 

(b)           Any successor trustee appointed pursuant to this Agreement shall satisfy the eligibility requirements set forth in Section 8.06 hereof.

 

(c)           Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.

 

Section
8.09     Merger or Consolidation of Trustee or Certificate Administrator. Any Person into
which the Trustee or the Certificate Administrator may be merged or converted or with which it may be consolidated or any Person
resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party,
or any Person succeeding to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator,
shall be the successor of the Trustee or the Certificate Administrator, as the case may be, hereunder; provided that such
Person shall be eligible under the provisions of Section 8.06 of this Agreement without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Trustee
or the Certificate Administrator, as applicable, shall notify the other parties hereto of any such event, and the Certificate
Administrator shall post notice of such merger or consolidation to the Certificate Administrator’s Website in accordance
with Section 3.14(d) of this Agreement and provide notice of such event to the 17g-5 Information Provider (who shall promptly
post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement).

 

Section 8.10     Appointment of Co-Trustee or Separate Trustee.  Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located, or for enforcement actions, or where a conflict of interest exists, the Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act (at the expense of the Trust) 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 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




 


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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.

 

No Trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement. 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 by 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.




 


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ARTICLE
IX 

 

TERMINATION

 

Section
9.01     Termination. (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 (other than the obligations of the Certificate Administrator to
make certain payments and to send certain notices to Certificateholders as hereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on
behalf of the Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required hereunder to be so
paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property
held by the Trust Fund in accordance with Section 9.01(c) of this Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of this Agreement; and (iii) the later of
(a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to this Agreement of the last asset held by the Trust Fund; provided that in no event shall the
trust created hereby continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.

 

For
purposes of this Section 9.01, the Sole Certificateholder shall have the first option to terminate the Trust Fund, pursuant
to Section 9.01(g), and then the Certificateholder owning a majority of the Percentage Interests in the Controlling Class,
the Special Servicer and the Master Servicer, in that order, shall have the option to terminate the Trust Fund pursuant to subsection
(c). For purposes of this Section 9.01, the Directing Holder with the consent of the Holders of the Controlling Class,
shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust Fund and terminating the Trust.

 

(b)          
The Trust Fund, the Lower-Tier REMIC and the Upper-Tier REMIC shall be terminated and the assets of the Trust Fund shall be sold
or otherwise disposed of in connection therewith, only pursuant to a “plan of complete liquidation” within the meaning
of Section 860F(a)(4)(A) of the Code providing for the actions contemplated by the provisions hereof and pursuant to which the
applicable Notice of Termination is given, and requiring that the Trust Fund, the Lower-Tier REMIC and the Upper-Tier 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) of this Agreement 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 the Upper-Tier
REMIC and the Lower-Tier REMIC. Notwithstanding the termination of the Lower-Tier REMIC, the Upper-Tier REMIC or the Trust Fund,
the Certificate Administrator shall be responsible for filing the final Tax Returns for each such Trust REMIC for the period ending
with such termination, and shall retain books and records with respect to such Trust REMICs for the same period of retention for
which it maintains its own tax returns or such other reasonable period. The Trustee shall sign all Tax Returns and other reports
required by this Section.

 






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(c)          
The Certificateholder owning a majority of the Percentage Interest of the Controlling Class and, if no such Certificateholder
exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may
effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee,
the Special Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after
the Early Termination Notice Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included
in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to the sum of, without duplication:

 

(i)           
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such
Anticipated Termination Date (less any P&I Advances previously made on account of principal);

 

(ii)          
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated
Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days
prior to the last day of the month preceding such Distribution Date;

 

(iii)         
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the
related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding such Anticipated Termination
Date (less any P&I Advances previously made on account of interest); and




 

(iv)         
the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate, and unpaid Servicing Compensation,
Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
Property Royalty License Fees and Trust Fund expenses.

 

If
the Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Master Servicer or the Special
Servicer purchases all of the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund in accordance with this Section 9.01(c), the Certificateholder owning a majority
of the Percentage Interests in the Controlling Class, the Master Servicer or the Special Servicer, as applicable, shall deposit
in the Lower-Tier Distribution Account, as applicable, not later than the Master Servicer Remittance Date relating to the Anticipated
Termination Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds equal
to the above-described purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders
pursuant to Section 3.05(a) of this Agreement, which portion shall be deposited in the
Collection Account). In addition, the Master Servicer shall transfer to the Certificate Administrator for deposit in the Lower-Tier
Distribution Account, as applicable, all amounts required to be transferred thereto on the Master Servicer Remittance Date from
the Collection Account, together with any other amounts on deposit in the Collection Account that would otherwise be held for
future distribution. Upon confirmation by the Master Servicer in writing that it has transferred all such amounts to the Certificate
Administrator, the Custodian shall release or cause to be released to the Certificateholder owning a majority of the Percentage


 






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Interests
in the Controlling Class, the Master Servicer or the Special Servicer, as applicable, the Mortgage Files for the remaining Mortgage
Loans and shall execute all assignments, endorsements and other instruments furnished to it by such purchasing party as shall
be necessary to effectuate transfer of the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining
in the Trust Fund, and the Trust Fund shall be liquidated in accordance with this Article IX.

 

For
purposes of this Section 9.01, the Directing Holder with the consent of the Holders of the Controlling Class, shall act
on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust Fund and terminating the Trust.

 

As
a condition to the purchase of the assets of the Trust Fund pursuant to this Section 9.01(c),
the purchaser shall deliver to the Trustee and the Certificate Administrator an Opinion of Counsel, which shall be at the expense
of such purchaser, stating that such termination will be a “qualified liquidation” under Section 860F(a)(4)(A) of
the Code. 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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant to this subsection (c).

 

(d)          
If the Trust Fund has not been previously terminated pursuant to subsection (c) 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 to the Holders of outstanding Certificates, notwithstanding that such distribution
may be insufficient to distribute in full the Certificate Balance of each Class of Certificates, together with amounts required
to be distributed on such Distribution Date pursuant to Section 4.01(b) of this Agreement; provided that, if no
such Classes of Certificates are then outstanding, the final distribution shall be made (i) to the Holders of the Class R Certificates
(in respect of the Class LTR Interest) of any amount remaining in the Collection Accounts, the Lower-Tier Distribution Account,
and (ii) to the Holders of the Class R Certificates (in respect of the Class UTR Interest) of any amount remaining in the Upper-Tier
Distribution Account.

 

(e)          
Notice of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator
to Certificateholders (with a copy to the Trustee, the Master Servicer, the Special Servicer, the Mortgage Loan Sellers, the Operating
Advisor, the Asset Representations Reviewer, the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information
Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement)), at their addresses shown in the Certificate Registrar not more than 30 days, and not less than ten days,
prior to the Anticipated Termination Date. The notice mailed by the Certificate Administrator to 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 Certificateholder.

 

(f)           
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates
shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust
Fund shall terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to this Section
9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate
Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with
respect thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders
concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders
shall be paid out of the assets which remain held. If within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall 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 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)          
Following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount and the Class X-D Notional Amount, and
the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A M, Class B, Class C,
Class D and Class E Certificates is reduced to zero, the Sole Certificateholder shall have the right to exchange all of the then-outstanding
Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust
Fund as contemplated by clause (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 Sole Certificateholder
pays to the Certificate Administrator as additional compensation an amount equal to one day of interest calculated at the Prime
Rate on the aggregate Certificate Balance of the Principal Balance Certificates as of the first day of the current calendar month
and such Sole Certificateholder pays to the Master Servicer as additional compensation an amount equal to (i) the product of (a)
the Prime Rate, (b) the aggregate Certificate Balance of the then outstanding Certificates (other than any Class of Class X Certificates
and the Class R Certificates) as of the date of the exchange and (c) three, divided by (ii) 360, for the Mortgage Loans and any
REO


 






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Properties
remaining in the Trust Fund and such payments shall be treated as made by the Sole Certificateholder directly to the Certificate
Administrator and the Master Servicer and not through or by either of the Trust REMICs. If the Sole Certificateholder elects to
exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund in accordance with the preceding sentence, such Sole Certificateholder, not later than
the Distribution Date on which the final distribution on the Certificates is to occur, shall deposit in the Collection Account
an amount in immediately available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Trustee hereunder through the date of the liquidation of
the Trust Fund that may be withdrawn from the Collection Account, or an escrow account acceptable to the respective parties hereto,
pursuant to Section 3.06(a) of this Agreement or that may be withdrawn from the Distribution
Accounts pursuant to Section 3.06(g) of this Agreement, but only to the extent that such
amounts are not already on deposit in the Collection Account. In addition, the Master Servicer shall transfer all amounts required
to be transferred to the Certificate Administrator for deposit in the Lower-Tier Distribution Account on such Servicer Remittance
Date from the Collection Account pursuant to Section 3.05 of this Agreement. Upon confirmation
from the Certificate Administrator that such final deposits have been made and following the surrender of all the then-outstanding
Certificates (other than the Class R Certificates) on the final Distribution Date to the Certificate Administrator, the Custodian
shall upon receipt of a Request for Release from the Master Servicer, release to the Sole Certificateholder or any designee thereof,
the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished
to it by the Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining
in the Trust Fund and the Trust Fund shall be liquidated in accordance with this Article IX.
The remaining Mortgage Loans and REO Properties are deemed distributed to the Sole Certificateholder in liquidation of the Trust
Fund pursuant to this Article IX. Solely for federal income tax purposes, the Sole Certificateholder
shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance
of its Certificates (other than the Class R Certificates), plus accrued, unpaid interest with respect thereto, and the Certificate
Administrator shall credit such amounts against amounts distributable in respect of the Lower-Tier Regular Interests and such
Certificates.

 

(h)          
[Reserved.]

 

(i)           
The duties of the Operating Advisor under this Agreement will terminate, without cost or expense to the Operating Advisor, upon
termination of the Trust Fund.

 

ARTICLE
X 

 

EXCHANGE
ACT REPORTING AND REGULATION AB COMPLIANCE

 

Section
10.01       Intent of the Parties; Reasonableness.  Except with respect to Section
10.08, Section 10.11, Section 10.13, Section 10.14, Section 10.15, Section 10.16 and Section
10.17, the parties hereto acknowledge and agree that the purpose of this Article X is to facilitate compliance by the
Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Companion Loan) with the provisions of
Regulation AB and related rules


 






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and
regulations of the Commission. None of the Depositor, the Certificate Administrator or the Trustee shall exercise its rights to
request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes
other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations
of the Commission thereunder. The parties to this Agreement 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, subject to
Section 10.02, with reasonable requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization
that includes a Serviced Companion Loan), the Certificate Administrator or the Trustee in reasonable good faith for delivery of
information under these provisions on the basis of such evolving interpretations of Regulation AB (to the extent such interpretations
require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Benchmark 2019-B13
Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13 and any Other Securitization subject to Regulation
AB that includes a Serviced Companion Loan, subject to the preceding sentence, each of the parties to this Agreement shall cooperate
fully with the Depositor, the Certificate Administrator, the Trustee and any Other Depositor or Other Trustee of any Other Securitization
that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor, the Certificate Administrator,
the Trustee and any such Other Depositor or Other Trustee, as applicable (including any of their assignees or designees), any
and all information in its possession and necessary in the reasonable good faith determination of the Depositor, the Certificate
Administrator, the Trustee or such Other Depositor or Other Trustee, as applicable, to permit the Depositor or such Other Depositor,
as applicable, to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee,
as applicable, and any Servicing Function Participant, or the Servicing of the Serviced Mortgage Loans and any related Serviced
Companion Loans, reasonably believed by the Depositor, the Certificate Administrator, the Trustee or the related Other Depositor
or the related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this
Agreement shall have a reasonable period of time to comply with any written request made under this Section 10.01, but
in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor, the
Certificate Administrator or the Trustee, as applicable, to satisfy any related filing requirements.

 

For
purposes of this Article X, to the extent any party has an obligation to exercise commercially
reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against
such third party in connection with such obligation.

 

Section
10.02       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 Trustee of any Other Securitization that includes a Serviced Companion Loan and is subject to Regulation AB, no party
hereunder shall be obligated to provide any such items to or


 






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cooperate
with such Other Depositor or Other Trustee until the Other Depositor or Other Trustee of such Other Securitization has provided
each party hereto with not less than 10 Business Days’ (or such shorter period as required for such Other Depositor or
Other Trustee to comply with related filing obligations, provided that (i) such Other Depositor or Other Trustee, 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 11.05 of this Agreement and (ii) such period
shall not be less than 3 Business Days’) written notice (which shall only be required to be delivered once) stating that
such Other Securitization is subject to Regulation AB and that the Other Securitization is subject to Exchange Act reporting,
and (ii) specifying in reasonable detail the information and other items requested to be delivered (insofar as such information
or other items are not expressly identified herein); provided that if Exchange Act reporting is being requested, such Other
Depositor or Other Trustee is only required to provide a single written notice to such effect. Any reasonable cost and expense
of the Master Servicer, Special Servicer, Operating Advisor, the Asset Representations Reviewer, Trustee and Certificate Administrator
in cooperating with such Other Depositor or Other Trustee of such Other Securitization (above and beyond their expressed duties
hereunder) shall be the responsibility of such Other Depositor or Other Securitization. The parties hereto shall have the right
to request written confirmation from the Other Depositor or Other Trustee of such Other Securitization as to whether Regulation
AB or the Exchange Act requires the delivery of the items identified in this Article X to such Other Depositor and Other
Trustee of such Other Securitization prior to providing any of the reports or other information required to be delivered under
this Article X in connection therewith and if any such party makes such a request, then (i) upon such requesting party’s
receipt of such written confirmation, such requesting party shall comply with the deadlines for delivery set forth in this Article
X with respect to such Other Securitization and (ii) until such requesting party’s receipt of such written confirmation,
such party shall not be required to deliver such items. 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 Trustee and any other parties to the Other Pooling
and Servicing Agreement relating to such Other Securitization.

 

(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 (a) above, and subject to a right
of the Master Servicer, the Special Servicer, the Certificate Administrator or the 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, the Certificate Administrator
or the Trustee, as applicable) 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 10.02(a) above, shall each timely provide
(to the extent the reasonable out-of-pocket cost thereof is paid or caused to be paid by the requesting party) to the Other Depositor
and any underwriters with respect to any Other Securitization that includes a Serviced Companion Loan such opinion(s) of counsel,
certifications and/or indemnification agreement(s) with respect to the updated description referred in (b)
with respect to such party, substantially identical to those, if any, delivered by the Master Servicer, the Special
Servicer, the Certificate Administrator or the


 






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Trustee,
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 Certificate Administrator or the Trustee, or their respective legal counsel, as the case may be). Neither the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee 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 Certificate Administrator and the Trustee, upon reasonable prior written
request given in accordance with the terms of (a) above, shall provide (to the extent
the reasonable out-of-pocket cost thereof is paid or caused to be paid by the applicable party set forth below in this (d))
to the Other Depositor and the Other Trustee under the Other Pooling and Servicing Agreement related to any Other Securitization
the following: (i) any information (including, but not limited to, disclosure information) required for such Other Securitization
to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s)
of counsel, certifications and/or indemnification agreement(s) with respect to such information that are substantially similar
to those delivered by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, 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 in connection with the closing of this Benchmark
2019-B13 Mortgage Trust securitization transaction, the reasonable out-of-pocket 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 (d)
shall be paid or caused to be paid (pursuant to a payment arrangement reasonably acceptable to the delivering party and the receiving
party and agreed to as a condition precedent to delivery of such items) by the applicable mortgage loan seller that transferred
the related Serviced Companion Loan to the related Other Depositor for inclusion in such Other Securitization.

 

In
the case of a Form 8-K that is filed by or on behalf of an Other Securitization as a result of the termination, removal, resignation
or any other replacement of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this
Agreement, the out-of-pocket 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 10.02(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
10.03       Information to be Provided by the Master Servicer and the Special Servicer.  (a)
For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization
that includes a Serviced Companion Loan is subject to the reporting requirements of the Exchange Act (in addition to any requirements


 






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contained
in Section 10.09) in connection with the succession to the Master Servicer, Special Servicer or any Servicing Function
Participant (if such Servicing Function Participant is a servicer as contemplated by Item 1108(a)(2) of Regulation AB) as servicer
or Sub-Servicer under or as contemplated by this Agreement or any related Other Pooling and Servicing Agreement by any Person
(i) into which the Master Servicer, Special Servicer or such Servicing Function Participant may be merged or consolidated, (ii)
which may be appointed as a sub-servicer (other than the appointment of a Mortgage Loan Seller Sub-Servicer) by a Master Servicer
or Special Servicer, or (iii) that is appointed as a successor Master Servicer or successor Special Servicer pursuant to Section
3.22 or Section 7.02, the Master Servicer, the Special Servicer or any Servicing Function Participant (with respect
to the foregoing clauses (i) and (ii)) or the successor Master Servicer or the successor Special Servicer (with respect to the
foregoing clause (iii)) 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 succession pursuant to this Agreement, provide to the Depositor and to any Other
Depositor related to any Other Securitization that includes a Serviced Companion Loan, at least 5 Business Days (other than a
succession or appointment pursuant to Section 7.01(b) for which notice shall be delivered as soon as reasonably practicable)
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 the Business Day following such effective
date, but in no event later than the time required pursuant to Section 10.09, (x) written notice to the Trustee, the Certificate
Administrator and the Depositor (and any Other Trustee and Other Depositor related to any Other Securitization that includes a
Serviced Companion Loan) of such succession or appointment, (y) in writing and in form and substance reasonably satisfactory to
the Trustee, the Certificate Administrator and the Depositor (and any Other Trustee and Other Depositor of any Other Securitization
that includes a Serviced Companion Loan), all information relating to such successor reasonably requested by the Depositor (or
such Other Depositor) so that it may comply with its reporting obligation under Items 1.01 and 6.02 of Form 8-K with respect to
any Class of Certificates or Serviced Companion Loan Securities and (z) 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 or the
Special Servicer, 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.

 

Section
10.04       Information to be Provided by the Trustee.  (a) For so long as the
Trust is subject to the reporting requirements of the Exchange Act, (in addition to any requirements contained in Section 10.09)
in connection with the succession to the Trustee as Trustee or appointment of a co-Trustee under this Agreement by any Person
(i) into which the Trustee may be merged or consolidated, (ii) which may be appointed as a co-Trustee or separate Trustee pursuant
to Section 8.10, or (iii) that is appointed as a successor Trustee pursuant Section 8.08, the Trustee (with respect
to the foregoing clauses (i) and (ii)) or the successor Trustee (with respect to the foregoing clause (iii)) 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 succession pursuant to this Agreement, provide to the Depositor and to the Other Depositor related to any Other Securitization
that includes a Serviced Companion Loan, at least 5 calendar 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


 






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confidentiality
agreement, otherwise immediately following such effective date, but in no event later than the time required pursuant to Section
10.09, (x) written notice to the Depositor, and to the Other Depositor related to any Other Securitization that includes a
Serviced Companion Loan, of such succession or appointment, (y) in writing and in form and substance reasonably satisfactory to
the Depositor, and to the Other Depositor related to any Other Securitization that includes a Serviced Companion Loan, all information
reasonably requested by the Depositor, or such Other Depositor, so that it may comply with its reporting obligation under Items
1.01 and 6.02 of Form 8-K with respect to any Class of Certificates or Serviced Companion Loan Securities and (z) 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 Trustee 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
10.05       Filing Obligations. (a) Each of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee shall, and each of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator
and the Trustee, as applicable, shall use commercially reasonable efforts to cause each Servicing Function Participant (other
than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Serviced Mortgage
Loan to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other Depositor related
to any Other Securitization that includes a Serviced Companion Loan) in connection with the Certificate Administrator’s
and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s
(or such Other Securitization’s) reporting requirements under the Exchange Act.

 

(b)          
With respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified
the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (together
with notification of the Relevant Distribution Date) with respect to an Other Securitization that includes such Serviced Companion
Loan, to the extent that the Master Servicer is in receipt of the updated financial statements of such “significant obligor”
for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Borrower, beginning with the first
calendar quarter following receipt of such notice from the Other Depositor, or the updated financial statements of such “significant
obligor” for any calendar year, beginning for the calendar year following such notice from the Other Depositor, as applicable,
the Master Servicer shall deliver to the Other Depositor, on or prior to the day that occurs two (2) Business Days prior to the
related “significant obligor” NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant
Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business
Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the
related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor”,
together with the net operating income of such “significant obligor” for the applicable period as calculated by the
Master Servicer in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs less than
twelve (12) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business
Days prior to the related Significant Obligor NOI Yearly Filing


 






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Deadline,
as applicable, such financial statements of the “significant obligor”, together with the net operating income of such
“significant obligor” for the applicable period as reported by the related Borrower 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 such “significant obligor” within ten (10) Business Days after the date such
financial information is required to be delivered under the related Mortgage Loan documents, the Master Servicer shall notify
the Other Depositor with respect to such Other Securitization that includes the related Companion Loan (or shall cause each applicable
Sub-Servicing Agreement to require any related Sub-Servicer to notify such Other Depositor) that it has not received such financial
information. The Master Servicer (in the case of non-Specially Serviced Loans) or the Special Servicer (in the case of Specially
Serviced Loans and REO Properties, and upon notice from the Master Servicer of any such request from the Other Depositor) shall
use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such
Other Depositor under the Exchange Act) to obtain the periodic financial statements required to be delivered by the related Borrower
under the related Mortgage Loan documents.

 

The
Master Servicer or the Special Servicer, as applicable, shall (or shall cause any related Sub-Servicing Agreement entered into
after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor
to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact
the related Borrower related to any such “significant obligor” (identified to it as such by the Other Depositor in
accordance with the second preceding paragraph) to obtain the required financial information and is unsuccessful and, no less
than five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed by the
Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the
certificate administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate should be
addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing
Agreement.

 

Section
10.06       Form 10-D and Form ABS-EE Filings. Within 15 days after each Distribution
Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf
of the Trust any Form 10-D and Form ABS-EE required by the Exchange Act and the rules and regulations of the Commission thereunder,
in form and substance as required by the Exchange Act and such rules and regulations; 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. A duly
authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. 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 paragraph immediately
below, be reported by the parties set forth on Schedule IV and directed to the Certificate Administrator and the Depositor
for approval


 






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by
the Depositor. The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-D Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth
on Schedule IV) absent such reporting, direction and approval after the date hereof. The Certificate Administrator shall
include in any Form 10-D filed by it, without limitation, to the extent such information is provided to the Certificate Administrator
by the Depositor for inclusion therein, (i) the information required by Rule 15Ga-1(a) under the Exchange Act concerning all assets
of the Trust that were subject of a demand to repurchase or replace for breach of the representations and warranties, (ii) a reference
to the most recent Form ABS-15G filed by the Depositor and each Mortgage Loan Seller, if applicable, and the Commission assigned
“Central Index Key” number for each such filer and (iii) 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). The
Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information
(including the dates as of which such information is presented) in accordance with applicable laws and regulations.

 

For
so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization
that includes a Serviced Companion Loan is subject to the reporting requirements of the Exchange Act, within five calendar days
after the related Distribution Date, (i) the parties listed on Schedule IV hereto shall be required to provide to the Certificate
Administrator and the Depositor (and in the case of any Servicing Function Participant with a copy to the Master Servicer) (and
to any Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Companion Loan), to the extent
a Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledge (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), in EDGAR Compatible Format, or in such other format as otherwise
agreed upon by the Certificate Administrator and the Depositor (or such Other Trustee and Other Depositor) and such party, the
form and substance of the Additional Form 10-D Disclosure described on Schedule IV applicable to such party, (ii) the parties
listed on Schedule IV hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification
in the form attached hereto as Exhibit CC and (iii) the Certificate Administrator shall, at any time prior to filing the
related Form 10-D, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event
reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party.
No later than the 7th calendar day after the Distribution Date, the Depositor will 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 if the Certificate Administrator
does not receive a response from the Depositor by such time the Depositor will be deemed to have consented to the inclusion of
such Additional Form 10-D Disclosure. Other than to the extent provided for in clause (iii) above, the Certificate Administrator
has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule IV 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


 






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responsible
for any reasonable fees assessed and any 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.

 

After
preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for
review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such
copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior
to the filing 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 no later than the 2nd Business Day prior to the filing, a duly authorized
representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an
original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall
file such Form 10-D, upon signature thereof as provided in Section 10.16, not later than (i) 5:30 p.m. (New York City time)
on the 15th calendar day after the related Distribution Date or (ii) if agreed to prior to the time set forth in clause (i) above,
such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing
such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate
Administrator shall follow the procedures set forth in Section 10.10(b). After filing with the Commission, the Certificate
Administrator shall, pursuant to Section 4.02(b), make available on the Certificate Administrator’s website a final
executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 10.06 related to the timely preparation
and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing
all applicable deadlines in the performance of their duties under this Section 10.06. The Certificate Administrator shall
have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file
such Form 10-D where such failure results from the Certificate Administrator’s inability or failure to receive on a timely
basis any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting
from its own negligence, bad faith or willful misconduct.

 

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 shall notify the Certificate Administrator in writing via email to cts.sec.notifications@wellsfargo.com,
no later than the 5th calendar day after the related Distribution Date during any year in which the Trust is required to file
a Form 10-D if the answer to the questions should be “no”; provided that if the failure of the Depositor to
have filed such required reports arises in connection with the securitization contemplated by this Agreement, then the Certificate
Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to
be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further,
that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the


 






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Certificate
Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which
case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall
be entitled to rely on such notifications in preparing, executing and/or filing any Form 10-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: Lainie Kaye, Telephone: (212) 504-6678. The Certificate Administrator
may rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.

 

Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
11.01(b), the Certificate Administrator shall include such Asset Review Report Summary under Item 1B on the Form 10-D
for such reporting period in which the Asset Review Report Summary was received by the Certificate Administrator.

 

To
the extent the Certificate Administrator receives a Communication Request from any Certificateholder or Certificate Owner to communicate
with other Certificateholders or Certificate Owners pursuant to Section 5.05, the Certificate
Administrator shall include under Item 1B on the Form 10-D relating to the reporting period in which such request was received
a Special Notice regarding the request to communicate, and such Special Notice is required to include the following and no more
than the following: (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request was
received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may
use to contact the requesting Certificateholder or Certificate Owner. It is hereby understood that a disclosure in substantially
the following form shall be deemed to satisfy the requirements in the preceding sentence:

 

On
[date], the Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate
with other Certificateholders and Certificate Owners in the securitization transaction to which this report on Form 10-D relates
(the “Securitization”). The requesting Certificateholder or Certificate Owner is interested in communicating
with other Certificateholders and Certificate Owners with regard to the possible exercise of rights under the pooling and servicing
agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact the requesting Certificateholder
or Certificate Owner at [telephone number], [email address] and/or [mailing address].

 






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At
the time required under Section 10.06, the Certificate Administrator shall file each
Form ABS-EE with a copy of the related CREFC® Schedule AL File received by the Certificate Administrator pursuant
to Section 3.13(a) as Exhibit 102 thereto. To the extent the Certificate Administrator
receives any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.13(a),
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.

 

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, the Initial Schedule AL Additional File or the Annex A-1 to the Prospectus 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). Any such questions for the Master Servicer related to the filing shall be directed to Midland
Loan Services, a Division of PNC Bank, National Association at the email address provided with the submission of the CREFC®
Schedule AL File and Schedule AL Additional File (or such other email address or phone number provided to the Certificate
Administrator and Depositor by written notice 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 10.10(b) of this Agreement. Promptly after
filing with the Commission, the Certificate Administrator will


 






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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 Deutsche Mortgage & Asset Receiving
Corporation at 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with copies via email to cmbs.requests@db.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 10.06 related to the timely preparation
and filing of Form 10-D and Form ABS-EE with respect to the Trust is contingent upon such parties observing all applicable deadlines
in the performance of their duties under this Section 10.06. 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.

 

Section
10.07       Form 10-K Filings. Within 90 days after the end of each fiscal year of the
Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood
that the fiscal year for the Trust ends on December 31st of each year), commencing with fiscal year 2019, the Certificate Administrator
shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form
10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within
the applicable time frames set forth in this Agreement:

 

(i)           
an annual compliance statement for each applicable Certifying Servicer, as described under Section 10.11;

 

(ii)          
(A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described
under Section 10.12, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria
described under Section 10.12 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 any Reporting Servicer’s
report on assessment of compliance with servicing criteria described under Section 10.12 is not included as an exhibit
to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included;

 

(iii)         
(A) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 10.13,
and (B) if any registered public accounting firm attestation report described under Section 10.13 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
as to why such report is not included; and

 






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(iv)         
a Sarbanes-Oxley Certification as described in Section 10.08.

 

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 paragraph immediately below, be reported by the parties set forth on Schedule
V hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee related to any Other
Securitization that includes a Serviced Companion Loan) and approved by the Depositor (and such Other Depositor), and the Certificate
Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional
Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule
V) absent such reporting and approval.

 

Not
later than 10 Business Days after the end of each fiscal year for which the Trust (or any Other Securitization that includes a
Serviced Companion Loan) is required to file a Form 10-K, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Certificate Administrator and the Trustee shall provide the other parties to this Agreement
and the Mortgage Loan Sellers (and the parties to any Other Pooling and Servicing Agreement with respect to any Other Securitization
that includes such Serviced Companion Loan) with written notice of the name and address of each Servicing Function Participant
retained by such party. Not later than the end of each year for which the Trust is required to file a Form 10-K, (i) the Certificate
Administrator shall upon request provide to each Mortgage Loan Seller, Other Depositor and Other Trustee 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 and (ii)
the Master Servicer or the Special Servicer, as applicable, shall provide to each related Mortgage Loan Seller, Other Depositor
and Other Trustee written notice of any change in the identity of any Sub-Servicer that is a Servicing Function Participant or
an Additional Servicer engaged by the Master Servicer or the Special Servicer, as applicable, including the name and address of
any new Sub-Servicer that is a Servicing Function Participant or an Additional Servicer.

 

With
respect to any Other Securitization that includes a Serviced Companion Loan, not later than the end of each year for which the
Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each
mortgage loan seller with respect to such Other Securitization 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 and (ii) the Master Servicer or the Special Servicer,
as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer
that is a Servicing Function Participant or an Additional Servicer engaged by the Master Servicer or the Special Servicer for
the servicing of such Serviced Whole Loan, as applicable, including the name and address of any new Sub-Servicer that is a Servicing
Function Participant or an Additional Servicer.

 

For
so long as the Trust (or any Other Securitization that includes a Serviced Companion Loan) is subject to the reporting requirements
of the Exchange Act, by March 1st, commencing in March 2020 (i) the parties listed on Schedule V hereto shall be required
to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant with a copy
to the Master Servicer) (and to any Other Depositor or Other


 






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Trustee
related to any Other Securitization that includes a Serviced Companion Loan), to the extent a Servicing Officer or a Responsible
Officer, as the case may be, thereof has actual knowledge (other than with respect to Items 1117 and 1119 of Regulation AB as
to such party which shall be reported if actually known by any Servicing Officer 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 form as otherwise
agreed upon by the Certificate Administrator and the Depositor (or such Other Trustee and Other Depositor) and such party, the
form and substance of the Additional Form 10-K Disclosure described on Schedule V applicable to such party, (ii) the parties
listed on Schedule V hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification
in the form attached hereto as Exhibit CC and (iii) the Certificate Administrator shall, at any time prior to filing the
related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event
reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party.
No later than March 10th, 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; provided that if the Certificate Administrator does not receive a
response from the Depositor by such time the Depositor will be deemed to have consented to the inclusion of such Additional Form
10-K Disclosure. Other than to the extent provided for in clause (iii) above, the Certificate Administrator has no duty under
this Agreement to monitor or enforce the performance by the parties listed on Schedule V 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 any expenses incurred by the Certificate Administrator in connection with including any Additional
Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

 


After
preparing the Form 10-K, on or prior to the 6th Business Day prior to the 10-K Filing Deadline, the Certificate Administrator
shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after
receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approved of such Form 10-K. No later than 5:00 p.m., New York City time,
on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall
sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow
by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof
as provided in Section 10.16, not later than (i) 5:30 p.m. (New York City time) on the 10-K Filing Deadline or (ii) such
other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such
Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on
time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth
in Section 10.10(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 4.02(b),
make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator.
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 10-K is contingent upon such parties (and any Additional Servicer
or Servicing Function Participant)


 






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observing
all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have
no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s
inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form
10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct.

 

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 shall notify the Certificate Administrator in writing via email to cts.sec.notifications@wellsfargo.com,
no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer
to the questions should be “no”; provided that if the failure of the Depositor to have filed such required
reports arises in connection with the securitization contemplated by this Agreement, then the Certificate Administrator shall
be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed
by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection
with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such
notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice
from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on
such notifications in preparing, executing and/or filing any Form 10-K.

 

Section
10.08     Sarbanes-Oxley Certification.  Each Form 10-K shall include a certification (the
“Sarbanes-Oxley Certification”), as set forth in Exhibit W attached hereto, required to be included
therewith pursuant to the Sarbanes-Oxley Act. Each Reporting Servicer shall, and each Reporting Servicer shall use commercially
reasonable efforts to cause each Servicing Function Participant (other than any party to this Agreement) with which it has entered
into a servicing relationship with respect to the Serviced Mortgage Loans, to provide to the Person who signs the Sarbanes-Oxley
Certification for the Trust or any Other Securitization that includes a Serviced Companion Loan (each such Person, a “Certifying
Person”), by March 1st of each year (commencing in 2020) in which the Trust is subject to the reporting requirements
of the Exchange Act and of each year in which any Other Securitization that includes a Serviced Companion Loan is subject to the
reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form
attached hereto as Exhibit O, Exhibit P, Exhibit Q, Exhibit R, Exhibit T, Exhibit U
or Exhibit V, as applicable, upon which each Certifying Person, the entity for which such Certifying Person acts as
an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Persons, “Certification
Parties”) can reasonably rely. The senior officer in charge of securitization of the Depositor shall serve as the Certifying
Person on behalf of the Trust. The Certifying Person at the Depositor can be contacted at Deutsche Mortgage & Asset Receiving
Corporation at 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with a copy to Salvatore Palazzolo, Esq. If any
Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement,
such Reporting Servicer shall provide a Performance Certification to each Certifying Person pursuant to this Section 10.08
with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement.


 






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Notwithstanding
the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which
there was no Relevant Servicing Criteria applicable to it.

 


Notwithstanding
the foregoing, nothing in this Section 10.08 shall require any Reporting Servicer (i) to certify or verify the accurateness
or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional
Servicer or any other third party retained by it that is not a Sub-Servicer listed on Exhibit X or a Sub-Servicer appointed
pursuant to Section 3.01(c)), (ii) to certify information other than to such Reporting Servicer’s knowledge and
in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information
and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting
Servicer have been completed except as they have been left blank on their face.

 

Each
Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i)
annual compliance statement provided pursuant to Section 10.11, (ii) annual report on assessment of compliance with servicing
criteria provided pursuant to Section 10.12 and (iii) registered public accounting firm attestation report provided pursuant
to Section 10.13.

 

For
so long as the Trust is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan
serviced under an Other Pooling and Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts
to procure a Sarbanes-Oxley back-up certification from the Non-Serviced Mortgage Loan Service Providers, in form and substance
similar to a Performance Certification or to the form, if any, provided in the Other Pooling and Servicing Agreement. The Master
Servicer shall promptly forward to the Certificate Administrator and the Depositor any such Sarbanes-Oxley back-up certification
received by the Master Servicer.

 

Section
10.09     Form 8-K Filings. Within four (4) Business Days after the occurrence of an event
requiring disclosure (the “8-K Filing Deadline”) under Form 8-K (each a “Reportable Event”),
to the extent it receives the Form 8-K Disclosure Information described below, the Certificate Administrator shall, at the direction
of the Depositor, prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act and shall provide notice
thereof to Form10K.Compliance@cwt.com, provided that the Depositor shall file the initial Form 8-K in connection
with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required
to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the paragraph immediately
below, be reported by the parties set forth on Schedule VI to which such Reportable Event relates and such Form 8-K Disclosure
Information shall be delivered to the Depositor and the Certificate Administrator (and to any Other Depositor and Other Trustee
related to any Other Securitization that includes a Serviced Companion Loan) in EDGAR Compatible Format and approved by the Depositor.
The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure
Information (other than such Form 8-K Disclosure Information which is to be reported by it as set forth on Schedule VI)
absent such reporting and approval.

 






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For
so long as the Trust (or any Other Securitization that includes a Serviced Companion Loan) is subject to the reporting requirements
of the Exchange Act, the parties listed on Schedule VI hereto shall, to the extent a Servicing Officer or a Responsible
Officer, as the case may be, thereof has actual knowledge, use their commercially reasonable efforts to provide to the Depositor
and the Certificate Administrator (and to any Other Depositor and Other Trustee related to any Other Securitization that includes
a Serviced Companion Loan) within 1 Business Day after the occurrence of the Reportable Event, but shall provide in no event later
than the end of business (New York City time) on the 2nd Business Day after the occurrence of the Reportable Event, the form and
substance of the Form 8-K Disclosure Information described on Schedule VI as applicable to such party, in EDGAR Compatible
Format, or in such other format as otherwise agreed to in advance by the Certificate Administrator and the Depositor (and such
Other Trustee and Other Depositor) and such party and accompanied by an Additional Disclosure Notification in the form attached
hereto as Exhibit CC. 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 by the end of business on the 2nd Business Day after the Reportable Event;
provided that if the Certificate Administrator does not receive a response from the Depositor by such time as required
under this Agreement the Depositor will be deemed to have consented to such Form 8-K Disclosure Information. The Certificate Administrator
has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties
under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; provided
that to the extent that the Certificate Administrator is notified of such Reportable Event and it does not receive the necessary
Form 8-K Disclosure Information, it shall notify the Depositor that it has not received such information and, provided,
further, that the limitation on liability provided by this sentence shall not be applicable if the Reportable Event relates
to the Certificate Administrator or any party that the Certificate Administrator has engaged to perform its obligations under
this Agreement. The Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the Certificate
Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph.

 

After
preparing the Form 8-K, the Certificate Administrator shall, no later than the end of the Business Day (New York City time) on
the 3rd Business Day after the Reportable Event, forward electronically a copy of the Form 8-K to the Depositor for review and
approval and the Depositor shall promptly notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to the Form 8-K. No later than noon on the 4th Business Day (New York City time) after the Reportable Event, a
duly authorized representative of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed Form
8-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator
shall file such Form 8-K, upon signature thereof as provided in Section 10.16, not later than (i) 5:30 p.m. (New York City
time) on the 4th Business Day following the reportable event or (ii) such other time as the Depositor and the Certificate Administrator
mutually agree is permitted by the Commission for the filing such Form 8-K. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.10(b).
After filing with the Commission, the Certificate Administrator will, pursuant to Section 4.02(b), make available on its
internet website a final executed copy of each Form 8-K prepared and filed by the Certificate Administrator. The parties to this
Agreement acknowledge that the performance


 






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by
the Certificate Administrator of its duties under this Section 10.09 related to the timely preparation and filing of Form
8-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section
10.09. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect
to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results from the
Certificate Administrator’s inability or failure to receive approved Form 8-K Disclosure Information within the applicable
timeframes set forth in this Section 10.09 and not resulting from the Certificate Administrator’s own negligence,
bad faith or willful misconduct (provided that to the extent that the Certificate Administrator is notified of such Reportable
Event and it does not receive the necessary Form 8–K Disclosure Information, it will notify the Depositor that it has not
received such information and further provided that the limitation on liability provided by this sentence shall not be
applicable if the Reportable Event relates to the Certificate Administrator or any party that the Certificate Administrator has
engaged to perform its obligations under this Agreement).

 

In
addition to the foregoing, as to any resignation, removal, succession, merger or consolidation of the Master Servicer or the Special
Servicer that would constitute a Reportable Event, upon at least 4 Business Days prior notice of the anticipated effective date
of such event, the Certificate Administrator and the Depositor shall cooperate in a timely manner with the Master Servicer, the
Special Servicer or any other Person pursuing such resignation, removal, succession, merger or consolidation, as applicable, in
connection with the Depositor’s or the Certificate Administrator’s obligation to file any related required Form
8-K relating to this Trust on the anticipated effective date of such event.

 

For
so long as the Trust is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan
serviced under an Other Pooling and Servicing Agreement, no resignation, removal or replacement of any party to such Other Pooling
and Servicing Agreement that would be required to be reported on a Form 8-K relating to this Trust shall become effective until
the Certificate Administrator shall have filed any required Form 8-K pursuant to this Section 10.09.

 


Section
10.10     Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange
Act Reports. (a) If at any time the Trust is permitted to suspend its reporting obligations under the Exchange Act, on
or before January 30 of the first year in which the Certificate Administrator is able to do so under applicable law, the Depositor
shall direct the Certificate Administrator to prepare and file any form necessary to be filed with the Commission to suspend such
reporting obligations. With respect to any reporting period occurring after the filing of such form, except with respect to the
Other Securitizations, the obligations of the parties to this Agreement under Section 10.01, Section 10.03, Section
10.06, Section 10.07, Section 10.08 and Section 10.09 with respect to the Trust shall be suspended. The
Certificate Administrator shall provide prompt notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Asset Representations Reviewer and the Mortgage Loan Sellers that such form has been filed.

 

(b)          If
the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K, Form 10-D,
Form ABS-EE or Form 10-K required to be filed by this Agreement because required disclosure information either was


 






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not
delivered to it or was delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Certificate
Administrator shall promptly notify (which notice (which may be sent by fax or by email notwithstanding the provisions of Section
12.04) shall include the identity of those Reporting Servicers who either did not deliver such information or delivered such
information to it after the delivery deadlines set forth in this Agreement) the Depositor and each Reporting Servicer that failed
to make such delivery. In the case of Form 10-D, Form ABS-EE and Form 10-K, each such Reporting Servicer shall cooperate with
the Depositor and the Certificate Administrator to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A and 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 shall, upon
receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure
information on the next Form 10-D, Form ABS-EE that is required to be filed on behalf of the Trust. In the event that any previously
filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K needs to be amended, the Certificate Administrator shall notify the Depositor
and such other parties as needed and such parties shall cooperate to prepare any necessary Form 8-K/A, Form 10-D/A, Form ABS-EE/A
or Form 10-K/A. In the event that any Reporting Servicer receives notice from the applicable parties to any Other Securitization
that any previously filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K needs to be amended, such party shall cooperate in preparation
of any necessary Form 8-K/A, Form 10-D/A, Form ABS-EE/A or Form 10-K/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D,
Form ABS-EE or Form 10-K shall be signed by the Depositor. The parties to this agreement acknowledge that the performance by the
Certificate Administrator of its duties under this Section 10.10 related to the timely preparation and filing of a Form
12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon the Master Servicer, the Special Servicer
and the Depositor performing their duties under this Section. 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 and/or timely file any such Form 12b-25
or any amendments to Forms 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 Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its
own negligence, bad faith or willful misconduct.

 

Section
10.11     Annual Compliance Statements. (a) The Master Servicer, the Special Servicer, the
Custodian, the Certificate Administrator, any Additional Servicer and each Servicing Function Participant (if such Servicing Function
Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”)
shall deliver (and the Master Servicer, the Special Servicer, the Custodian and the Certificate Administrator shall use commercially
reasonable efforts to cause each Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant
is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (other than any party to this Agreement) with
which it has entered into a servicing relationship with respect to the Serviced Mortgage Loans, to deliver) to the Trustee, the
Depositor, the Certificate Administrator, the Operating Advisor (in the case of the Special Servicer only), each Other Trustee,
each Other Depositor and the 17g-5 Information Provider (who shall promptly post such report to the 17g-5 Information Provider’s
Website pursuant to Section 3.14(d) of this Agreement) on or before March 1st of each year, commencing in 2020, an Officer’s
Certificate stating, as to the signer thereof, that (A) a review


 






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of
such Certifying Servicer’s activities during a reporting period consisting of 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) that,
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 reporting period, 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.

 


(b)          With
respect to any Non-Serviced Mortgage Loan serviced under an Other Pooling and Servicing Agreement, the Certificate Administrator
shall use commercially reasonable efforts to procure an Officer’s Certificate as described in this Section from the Non-Serviced
Mortgage Loan Service Providers in form and substance similar to the Officer’s Certificate described in this Section.

 

(c)          Promptly
after receipt of each such Officer’s Certificate, the Depositor (and each Other Depositor for any Other
Securitization that includes a Serviced Companion Loan) shall have the right to review such Officer’s Certificate and,
if applicable, consult with each Certifying Servicer, as applicable, as to the nature of any failures by such Certifying
Servicer, in the fulfillment of any of the Certifying Servicer’s obligations hereunder or under the applicable
sub-servicing agreement. None of the Certifying Servicers or any Additional Servicer or any Servicing Function Participant
shall be required to deliver, or to endeavor to cause the delivery of, any such Officer’s Certificate until April 15,
in any given year so long as it has received written confirmation from the Depositor (and the Other Depositor for any Other
Securitization that includes a Serviced Companion Loan) that a Form 10-K is not required to be filed in respect of the Trust
(or, in the case of a Serviced Companion Loan, the related Other Securitization that includes such Serviced Companion
Loan) for the preceding calendar year. If any Certifying Servicer is terminated or resigns pursuant to the terms of this
Agreement or any applicable Sub-Servicing Agreement, as the case may be, such Certifying Servicer shall provide the
Officer’s Certificate pursuant to this Section 10.11 with respect to the period of time it was subject to this
Agreement or the applicable Sub-Servicing Agreement, as the case may be.

 

(d)          Each
of the Operating Advisor, the Master Servicer and the Special Servicer may at any time request from the Certificate Administrator
confirmation of whether a Control Termination Event or Consultation Termination Event occurred during the previous calendar year,
and upon such request the Certificate Administrator shall deliver such confirmation to the Operating Advisor, the Master Servicer
or Special Servicer, as applicable, within fifteen (15) days of such request.

 

Section
10.12     Annual Reports on Assessment of Compliance with Servicing Criteria. By March 1st
of each year, commencing in March 2020, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Trustee (only with respect
to any period during which any Relevant Servicing Criteria was applicable to it), the Operating Advisor and each Servicing Function
Participant (each, a “Reporting Servicer”), each at its own expense, shall furnish (and each Reporting Servicer,
as applicable, shall use commercially


 






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reasonable
efforts to cause, by March 1st each Servicing Function Participant (other than a party to this Agreement), with which it has entered
into a servicing relationship with respect to the Serviced Mortgage Loans to furnish, each at its own expense, to the Trustee,
the Certificate Administrator, the Depositor (and to the Other Depositor and Other Trustee for any Other Securitization that includes
a Serviced Companion Loan) and the 17g-5 Information Provider (who shall promptly post such report to the 17g-5 Information Provider’s
Website pursuant to Section 3.16(d) of this Agreement) in an EDGAR Compatible Format, or in such other format as otherwise
agreed upon by the Certificate Administrator and the Depositor (or such Other Trustee and Other Depositor, as applicable) a report
on an assessment of compliance with the Relevant Servicing Criteria with respect to commercial mortgage backed securities transactions
taken as a whole involving such party that contains (A) a statement by such Reporting Servicer of its responsibility for assessing
compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess
compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant
to Section 10.07, 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 10.12 shall be made available
to any Privileged Person by the Certificate Administrator pursuant to Section 4.02(c) of this Agreement and to any Rating
Agency and NRSRO by the 17g-5 Information Provider pursuant to Section 3.16(d) of this Agreement.

 


No
later than 10 Business Days after the end of each fiscal year for the Trust (and for any Other Securitization that includes a
Serviced Companion Loan) for which a Form 10-K is required to be filed, the Master Servicer, the Special Servicer and the Operating
Advisor shall each forward to the Certificate Administrator and the Depositor (and to the Other Depositor and Other Trustee for
any Other Securitization that includes a Serviced Companion Loan) the name and contact information of each Servicing Function
Participant engaged by it during such year or portion thereof (except with respect to any Mortgage Loan Seller Sub-Servicer) and
what Relevant 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, the Operating
Advisor and each Servicing Function Participant submit their respective assessments by March 1st, as applicable, to the Certificate
Administrator (and each Other Trustee), each such party shall also at such time, if it has received the assessment (and attestation
pursuant to Section 10.13) of each Servicing Function Participant engaged by it, include such assessment (and attestation)
in its submission to the Certificate Administrator (and such Other Trustee).

 

Promptly
after receipt of each such report on assessment of compliance, (i) the Depositor (and any Other Depositor for any Other Securitization
that includes a Serviced Companion Loan) shall have the right to review each such report and, if applicable, consult with the
Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor and any
Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria
by the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian, the


 






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Trustee
or any Servicing Function Participant, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually,
address the Relevant Servicing Criteria for each party as set forth on Schedule II and notify the Depositor (and each Other
Depositor for an Other Securitization that includes a Serviced Companion Loan) of any exceptions; provided that the Certificate
Administrator shall not be responsible for confirming whether any such party has certified to all the Relevant Servicing Criteria
applicable to it. None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee,
the Operating Advisor or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery
of, any such reports until April 15 in any given year so long as it has received written confirmation from the Depositor (and
the Other Depositor for any Other Securitization that includes a Serviced Companion Loan) that a Form 10-K is not required to
be filed in respect of the Trust (or, in the case of a Serviced Companion Loan, the related Other Securitization that includes
such Serviced Companion Loan) for the preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to
the terms of this Agreement, or any applicable Sub-Servicing Agreement, as the case may be, such Reporting Servicer shall provide
the reports and statements pursuant to this Section 10.12 with respect to the period of time it was subject to this Agreement
or the applicable Sub-Servicing Agreement, as the case may be.

 

The
parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment
of compliance pursuant to this Section 10.12 by the Master Servicer or the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute
a breach of such parties’ obligations or a Servicer Termination Event or Operating Advisor Termination Event, as applicable,
under this Agreement unless otherwise provided for in this Agreement.

 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, with respect to any Non-Serviced Mortgage Loan
serviced under an Other Pooling and Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts
to procure an annual report on assessment of compliance as described in this Section and an attestation as described in Section
10.13 from the Non-Serviced Mortgage Loan Service Providers in form and substance similar to the annual report on assessment
of compliance described in this Section (or in such Other Pooling and Servicing Agreement, as the case may be) and the attestation
described in Section 10.13. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor
any such assessment of compliance received by the Master Servicer. Until such time as the Certificate Administrator receives notice
that the Non-Serviced Mortgage Loan Service Providers no longer have a continuing obligation under the Other Pooling and Servicing
Agreement related to an Other Securitization that includes the related Non-Serviced Companion Loan to provide to the Trust an
annual report on assessment of compliance as described in this Section and an attestation as described in Section 10.13
for any year that the Trust formed under this Agreement is not subject to the reporting requirements of the Exchange Act, the
Certificate Administrator shall notify the Non-Serviced Mortgage Loan Service Providers if such parties fail to deliver to the
Certificate Administrator such assessment of compliance and attestation within the time frame required by such Other Pooling and
Servicing Agreement.

 






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Section
10.13     Annual Independent Public Accountants’ Servicing Report. By March 1st, of
each year, commencing in March 2020, each Reporting Servicer, each at its own expense, shall cause, and each Reporting Servicer,
as applicable, shall use commercially reasonable efforts to cause each Servicing Function Participant (other than a party to this
Agreement) with which it has entered into a servicing relationship with respect to the Serviced Mortgage Loans, each at such Servicing
Function Participant’s own expense, a registered public accounting firm (which may also render other services to the Master
Servicer, the Special Servicer, the Operating Advisor and such Servicing Function Participant, as the case may be) and that is
a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee, the Certificate Administrator,
the Depositor (and to any Other Depositor and Other Trustee for any Other Securitization that includes a Serviced Companion Loan),
the Operating Advisor (in the case of the Special Servicer only) and the 17g-5 Information Provider (who shall promptly post such
report to the 17g-5 Information Provider’s Website pursuant to Section 3.16(d) of this Agreement) to the effect
that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes
an assessment from such Reporting Servicer of its compliance with the Relevant Servicing Criteria in all material respects, and
(ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or
adopted by the PCAOB, it is 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 cannot express an overall opinion regarding such Reporting
Servicer’s assessment of compliance with the Relevant Servicing Criteria. If 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. Such report must be
available for general use and not contain restricted use language. Notwithstanding the foregoing, the Trustee shall not be required
to deliver an annual independent public accountants’ servicing report with respect to any period during which there was
no Relevant Servicing Criteria applicable to it. 

 

Promptly
after receipt of such report from each Reporting Servicer, (i) the Depositor (and any Other Depositor related to an Other Securitization
that includes a Serviced Companion Loan) shall have the right to review the report and, if applicable, consult with the related
Reporting Servicer as to the nature of any material instance of noncompliance by such Reporting Servicer with the Servicing Criteria
applicable to such person, as the case may be, in the fulfillment of any of such Reporting Servicer’s obligations hereunder
or under any applicable sub-servicing agreement or primary servicing agreement, and (ii) the Certificate Administrator shall confirm
that each assessment submitted pursuant to Section 10.12 is coupled with an attestation meeting the requirements of this Section
and notify the Depositor (and any Other Depositor related to an Other Securitization that includes a Serviced Companion Loan)
of any exceptions; provided that the Certificate Administrator shall not be responsible for confirming whether any particular
Reporting Servicer has certified to all of the Relevant Servicing Criteria applicable to it. No Reporting Servicer shall be required
to deliver, or to endeavor to cause the delivery of, such reports until April 15 in any given year so long as it has received
written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust (or, in the case
of a Serviced Companion Loan, the related Other Securitization that includes such Serviced Companion Loan) for the preceding calendar
year. If 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 the report pursuant to this
Section 10.13 with respect to the period of time


 






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it
was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be.

 


Section
10.14     Exchange Act Reporting Indemnification. Each of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if not the Certificate Administrator), the
Certificate Administrator and the Trustee shall indemnify and hold harmless each Certification Party, the Depositor (and any Other
Depositor related to an Other Securitization that includes a Serviced Companion Loan), their respective directors and officers,
and each other person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation
the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (i) the
failure to perform its obligations to the Depositor (or any Other Depositor related to an Other Securitization that includes a
Serviced Companion Loan) or Certificate Administrator (or any Other Trustee related to an Other Securitization that includes a
Serviced Companion Loan) under this Article X by the time required, (ii) any untrue statement or alleged untrue statement
of a material fact contained in any information (x) regarding such 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 or on behalf of such party in connection with the performance of such party’s obligations described
in this Article X, or the omission or alleged 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 the
applicable party shall be entitled to participate in any action arising out of the foregoing and the Depositor shall consult with
such party with respect to any litigation or audit strategy, as applicable, in connection with the foregoing and any potential
settlement terms related thereto, (iii) 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 to the Depositor (or any Other Depositor related to
an Other Securitization that includes a Serviced Companion Loan) or Certificate Administrator (or any Other Trustee related to
an Other Securitization that includes a Serviced Companion Loan) under this Article X by the time required or (iv) any
Deficient Exchange Act Deliverable.

 

In
addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian,
the Certificate Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional
Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor (and each Other Depositor)
as necessary for the Depositor (and such Other Depositor) to conduct any reasonable due diligence necessary to evaluate and assess
any material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements
under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting
Requirements”).

 

In
connection with comments provided to the Depositor or any Other Depositor from the Commission regarding information (x) delivered
by the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the


 






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Certificate
Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered
public accounting firm, attorney or other agent retained by such party to prepare such information, which information is contained
in a report filed by the Depositor or such Other Depositor, as applicable, under the Reporting Requirements and which comments
are received subsequent to the Depositor’s or such Other Depositor’s, as applicable, filing of such report, the
Depositor shall (or such Other Depositor may) promptly provide to such Affected Reporting Party any such comments which relate
to such Affected Reporting Party. Upon receipt of such comments, such Affected Reporting Party shall be responsible for timely
preparing a written response to the Commission for inclusion in the Depositor’s or such Other Depositor’s, as applicable,
response to the Commission, unless such Affected Reporting Party elects, with the consent of the Depositor or such 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, however, if an Affected Reporting Party
is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the Master Servicer shall receive
copies of all material communications pursuant to this Section 10.14. If such election is made, the applicable Affected
Reporting Party shall be responsible for directly negotiating such response and/or resolution with the Commission in a timely
manner; provided that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or such Other
Depositor, as applicable, informed of its progress with the Commission and copy the Depositor or such Other Depositor, as applicable,
on all correspondence with the Commission and provide the Depositor or such Other Depositor, as applicable, with the opportunity
to participate (at the Depositor’s or such Other Depositor’s expense, as applicable) in any telephone conferences
and meetings with the Commission and (ii) the Depositor or such Other Depositor, as applicable, shall cooperate with any Affected
Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly
with the Commission with respect to any comments from the Commission relating to such Affected Reporting Party and to notify the
Commission of such authorization. The Depositor (or such Other Depositor, as applicable) and the Affected Reporting Party shall
cooperate and coordinate with one another with respect to any requests made to the Commission for extension of time for submitting
a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor or such Other Depositor,
as applicable (including reasonable legal fees and expenses of outside counsel to the Depositor or such Other Depositor, as applicable),
in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s or such Other Depositor’s
expense, as applicable and as set forth above) and any amendments to any reports filed with the Commission related thereto shall
be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or such Other
Depositor, as applicable. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Custodian, the Certificate Administrator 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
in the related sub-servicing or similar agreement.

 

The
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator
and the Trustee shall use commercially


 






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reasonable
efforts to cause each Servicing Function Participant (other than any party to this Agreement) with which it has entered into a
servicing relationship with respect to the Serviced Mortgage Loans to indemnify and hold harmless each Certification Party from
and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other
costs and expenses incurred by such Certification Party arising out of (i) a breach of its obligations to provide any of the annual
compliance statements or annual assessment of servicing criteria or attestation reports pursuant to this Agreement, or the applicable
Sub-Servicing Agreement, as applicable or (ii) any Deficient Exchange Act Deliverable.

 

If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the
Trustee, each Additional Servicer or other Servicing Function Participant (the “Performing Party”) shall, and
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator
and the Trustee shall use commercially reasonable efforts to cause each Servicing Function Participant with which it has entered
into a servicing relationship (other than a party to this Agreement) with respect to the Serviced Mortgage Loans to contribute
to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities of the Certification
Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the one hand and the Performing
Party on the other in connection with a breach of the Performing Party’s obligations pursuant to this Article X.
The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator
and the Trustee shall use commercially reasonable efforts to cause each Servicing Function Participant (other than any party to
this Agreement) with which it has entered into a servicing relationship with respect to the Serviced Mortgage Loans to agree to
the foregoing indemnification and contribution obligations.

 


Promptly
after receipt by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party hereunder, notify in writing the indemnifying party of the commencement
thereof; but the omission to so notify the indemnifying party shall not relieve it from any liability which it may have to any
indemnified party under this Agreement except to the extent that such omission to notify materially prejudices the indemnifying
party. In case any such action is brought against any indemnified party, after the indemnifying party has been notified of the
commencement of such action, such indemnifying party shall be entitled to participate therein (at its own expense) and, to the
extent that it may wish, shall be entitled to assume the defense thereof (jointly with any other indemnifying party similarly
notified) with counsel reasonably satisfactory to such indemnified party (which approval shall not be unreasonably withheld or
delayed), and after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof,
the indemnifying party shall not be liable to such indemnified party for any expenses subsequently incurred in connection with
the defense thereof other than reasonable costs of investigation. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless
(i) the indemnifying party and the indemnified party shall have agreed to the retention of such counsel, (ii) the named parties
to any such proceeding (including any impleaded parties and, in the case of an investigation by the Commission, any parties that
are, or whose reporting materials are, the subject of such investigation) include both the


 






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indemnifying
party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them or (iii) the indemnifying party fails within a reasonable period of time to designate
counsel that is reasonably satisfactory to the indemnified party (which approval shall not be unreasonably withheld or delayed).
In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local
counsel) in any one jurisdiction separate from their own counsel for all indemnified parties in connection with any one action
or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.
An indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. However,
if settled with such consent, the indemnifying party shall indemnify the indemnified party from and against any loss or liability
by reason of such settlement to the extent that the indemnifying party is otherwise required to do so under this Agreement. If
an indemnifying party assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of
the indemnified party (which consent shall not be unreasonably withheld or delayed) or, if such settlement (i) provides for an
unconditional release of the indemnified party in connection with all matters relating to the proceeding that have been asserted
against the indemnified party in such proceeding by the other parties to such settlement and (ii) does not require an admission
of fault by the indemnified party, without the consent of the indemnified party.

 

Section
10.15     Amendments. This Article X may be amended by the written consent of all
the parties hereto pursuant to Section 12.07 for purposes of complying with Regulation AB without, in each case, 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
10.16     Exchange Act Report Signatures; Delivery of Notices. (a) Each Form 8-K report,
Form 10-D report, Form 10-K report and Form ABS-EE shall be signed by the Depositor in accordance with procedures to be agreed
upon by the Depositor and the Certificate Administrator. The signing party at the Depositor can be contacted at Deutsche Mortgage
& Asset Receiving Corporation at 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with a copy to Salvatore
Palazzolo.

 

(b)              Notwithstanding
anything in Section 12.04 to the contrary, any notice required to be delivered to (i) the Depositor under this Article
X shall be properly given if sent by email to cmbs.request@db.com with a copy to anna.glick@cwt.com (or such
other email address as the Depositor may instruct) and (ii) to the Certificate Administrator under this Article X shall
be properly given if sent by facsimile to (410) 884-2380, Attention: Core Services, or such other number as the Certificate Administrator
may instruct and with a copy by email to cts.sec.notifications@wellsfargo.com (or such other email address as the Certificate
Administrator may instruct).

 

(c)              For
the avoidance of doubt:

 

(i)       
    Neither Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event, as
applicable, pursuant to the second clause of the definition of “Master Servicer Termination Event” or “Special
Servicer Termination Event,” as


 






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applicable,
nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided for in such
second clause; provided that if any such party fails to comply with the requirements of this Article X by the expiration
of any applicable grace period such failure shall constitute a Servicer Termination Event with respect to such party;

 

(ii)          Neither
Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event, as applicable, pursuant to the last
clause of the definition of “Master Servicer Termination Event” or “Special Servicer Termination Event,”
as applicable, nor shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver any item
required under this Article X by the time required hereunder with respect to any reporting period for which the Trust and
each Other Securitization is not required to file Exchange Act reports.

 


(d)          If
the Certificate Administrator or the Depositor does not receive the report on assessment of compliance and/or attestation report
pursuant to Section 10.12 and 10.13, respectively, with respect to any Servicing Function Participant, or with respect
to any Servicing Function Participant retained or engaged by a party hereto that is actually known by a Responsible Officer of
the Certificate Administrator or the Depositor, as the case may be, by March 1st of any year during which an Annual Report on
Form 10-K is required to be filed with the Commission with respect to the Trust, then the Certificate Administrator shall, and
the Depositor may, forward a Servicer Notice to such Servicing Function Participant or the party hereto that retained or engaged
such Sub-Servicing Function Participant, as the case may be, with a copy of such Servicer Notice to the Depositor (if the Certificate
Administrator is sending the Servicer Notice) or the Certificate Administrator (if the Depositor is sending the Servicer Notice),
as applicable, within two (2) Business Days of such failure. For the purposes of this Article X and Section 7.01 of
this Agreement, a “Servicer Notice” shall constitute either any writing forwarded to such party or, in the case of
the Master Servicer and the Special Servicer, notwithstanding the provisions of Section 12.05, e-mail notice or fax notice
which, in the case of an email transmission, shall be forwarded to all of the following e-mail addresses for the applicable party:
in the case of the Master Servicer and the Special Servicer, to the applicable email address as provided in writing by the Master
Servicer or the Special Servicer, as applicable, upon request, or such other e-mail addresses as are provided in writing by the
Master Servicer or the Special Servicer, as applicable, to the Certificate Administrator and the Depositor (but any party to this
Agreement (or someone acting on their behalf) shall only be required to forward any such notice to be delivered to the Master
Servicer to no more than three e-mail addresses in the aggregate in order to fulfill its notification requirements as set forth
in the preceding sentence and/or under the provisions of Section 7.01. Notwithstanding anything herein to the contrary,
the forwarding of a Servicer Notice shall not relieve any Master Servicer or the Special Servicer of any liability under Section
7.01(a)(viii) or Section 7.01(b)(viii), respectively, for the failure of any Servicing Function Participant or Sub-Servicing
Entity to deliver any Exchange Act reporting items pursuant to this Article X.

 

Section
10.17     Termination of the Certificate Administrator. Notwithstanding anything to the contrary
contained in this Agreement, the Depositor may direct the Trustee to, and the Trustee shall upon such direction, terminate the
Certificate Administrator upon five Business Days’ notice if the Certificate Administrator fails to comply with any of
its obligations


 






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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 it cannot perform its obligations
due to its failure to properly prepare or file on a timely basis any Form 8-K, Form 10-K, 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, (c) the Certificate Administrator
may not be terminated if, following the Certificate Administrator’s failure to comply with any of such obligations under
Section 10.06, Section 10.07, Section 10.09, Section 10.11, Section 10.12 or Section 10.13
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 10.17 and (d) the Certificate Administrator may not be terminated if the
Certificate Administrator’s failure to comply does not cause it to fail in its obligations to timely file the related Form
8-K, Form 10-D, 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
10.17 on the date on which such Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is so filed.

 



Article
XI

 

THE
ASSET REPRESENTATIONS REVIEWER

 

Section
11.01     Asset Review.

 


(a)          On
or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report or the CREFC®
Loan Periodic Update File, the Certificate Administrator shall determine if an Asset Review Trigger has occurred. If an
Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to the Asset
Representations Reviewer, the Master Servicer, the Special Servicer, the Directing Holder and all Certificateholders and each
other party to this Agreement. Any notice required to be delivered to the Certificateholders pursuant to this Article XI
shall be delivered by the Certificate Administrator by posting such notice on the Certificate Administrator’s Website,
by mailing such notice to their addresses appearing in the Certificate Register in the case of Individual Certificates and by
delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include
in the Form 10-D relating to the reporting period in which the Asset Review Trigger occurred the following date a 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 after providing such notice to Certificateholders, the Certificate Administrator,
based on information provided to it by the Master Servicer or the Special Servicer, shall determine whether (1) any additional
Mortgage Loan has become a Delinquent


 






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Mortgage
Loan, (2) any Mortgage Loan has ceased to be a Delinquent Mortgage Loan and (3) 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) or (3), deliver
such information in a written notice (which may be via email) substantially in the form attached hereto as Exhibit LL within
2 Business Days to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the
Directing Holder.

 

If
Certificateholders evidencing not less than 5% of the 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 (such written direction, the “Asset Review Vote
Election”), then upon receipt of the Asset Review Vote Election, the Certificate Administrator shall promptly
provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders and to conduct a
solicitation of votes to authorize an Asset Review. Upon the 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 to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, each Risk Retention
Consultation Party, the Trust Directing Holder and the Certificateholders. In the event an Affirmative Asset Review Vote has
not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may
request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review
any Delinquent Mortgage Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Mortgage Loan
after the expiration of such 150-day period, (B) an additional Asset Review Trigger has occurred as a result or otherwise is
in effect, (C) the Certificate Administrator has timely received any Asset Review Vote Election after the occurrence of the
events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150
days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review
Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election
except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate
Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection Account.
The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent.

 

(b)          (i)
Upon receipt of such notice of an Affirmative Asset Review Vote (the “Asset Review Notice”), the Custodian
(with respect to clauses (1) – (5) for all Mortgage Loans), the Master Servicer (with respect to clauses
(6) and (7) for Performing Loans) and the Special Servicer (with respect to clauses (6) and (7) for Specially
Serviced Loans), in each case to the extent in such party’s possession, will be required to promptly, but in no event later
than 10 Business Days (except with respect to clause (7)) after receipt of such notice from the Certificate Administrator,
provide the following materials to the asset representations reviewer (collectively, with the Diligence Files, a copy of the Prospectus,
a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):

 






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(1)          a
copy of an assignment of the Mortgage in favor of the Trustee (or the related Other Trustee, in the case of a Non-Serviced Mortgage
Loan), with evidence of recording thereon, for each Delinquent Mortgage Loan that is subject to an Asset Review;

 


(2)          a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee (or the related Other Trustee, in the case of a Non-Serviced Mortgage Loan), with evidence of recording thereon, related
to each Delinquent Mortgage Loan that is subject to an Asset Review;

 

(3)          a
copy of the assignment of all unrecorded documents relating to each Delinquent Mortgage Loan that is subject to an Asset Review,
if not already covered pursuant to items (1) or (2) above;

 

(4)          a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Mortgage Loan that is subject to an Asset Review;

 

(5)          a
copy of an assignment in favor of the Trustee (or the related Other Trustee, in the case of a Non-Serviced Mortgage Loan) of any
financing statement executed and filed in the relevant jurisdiction related to each Delinquent Mortgage Loan that is subject to
an Asset Review; 

 

(6)          a
copy of any notice previously delivered by the Master Servicer or the Special Servicer, as applicable, of any alleged defect or
breach with respect to any Delinquent Loan; and

 

(7)          any
other related documents that were entered into or delivered in connection with the origination of such Mortgage Loan that are
necessary in connection with the Asset Representations Reviewer’s completion of any Asset Review and that are that are
reasonably requested by the Asset Representations Reviewer in the time frame and as otherwise described below.

 

(ii)            If,
as part of an Asset Review of any Mortgage Loan, the Asset Representations Reviewer determines that it is missing any documents
that are required to be a part of the Review Materials for such Mortgage Loan or which were entered into or delivered in connection
with the origination of such Mortgage Loan, in each case that are necessary to review and assess one or more documents comprising
the Diligence File in connection with its completion of any Test, then the Asset Representations Reviewer shall promptly, but
in no event later than 10 Business Days after receipt of the Review Materials identified in clauses (1) through (6)
above, notify (in writing) that the Master Servicer (with respect to Performing Loans) or the Special Servicer (with respect
to Specially Serviced Loans), as applicable, of such missing documents, and provide a written request (in accordance with this
Agreement) that the Master Servicer or the Special Servicer, as applicable, promptly, but in no event later than 10 Business Days
after receipt of such notification from the Asset Representations Reviewer, to deliver to the Asset Representations Reviewer such
missing documents to the extent in its possession; provided that any such notification and/or request shall be in writing,
specifically identify


 






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the
documents being requested and sent to the notice address for the related party set forth in Section 12.05 of this Agreement.
In the event any such missing documents are not provided by the Master Servicer or Special Servicer, as applicable, within such
10 Business Day period, the Asset Representations Reviewer shall request such documents from the related Mortgage Loan Seller.
The Mortgage Loan Seller will be required under the related Mortgage Loan Purchase Agreement to deliver such additional documents
only to the extent in the possession of such Mortgage Loan Seller; provided that the Mortgage Loan Seller shall not be
required to deliver information that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or
privileged or internal communications.

 

(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 related 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 each case in accordance with its good faith and sole discretion to be relevant to the Asset Review conducted pursuant
to this Section 11.01 hereof (such information, “Unsolicited Information”).

 

(iv)           Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File posted to the Secure
Data Room with respect to a Delinquent Mortgage Loan, the Asset Representations Reviewer, as an independent contractor, shall
commence a review of the compliance of each Delinquent Mortgage Loan with the representations and warranties related to that Delinquent
Mortgage Loan in accordance with the Asset Review Standard and the procedures set forth on Exhibit JJ hereto (such review,
the “Asset Review”). The Asset Representations Reviewer shall perform an Asset Review with respect to each
representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Mortgage Loan in accordance
with the procedures set forth on Exhibit JJ (each such procedure, a “Test”); provided, however,
the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described
in Exhibit JJ, if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard
that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance
with the Asset Review Standard. Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall be required
in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Mortgage
Loan or again become a Delinquent Mortgage Loan at a time when a new Asset Review Trigger occurs and a New Affirmative Asset Review
Vote is obtained subsequent to the occurrence of such New Asset Review Trigger.

 

(v)          The
Asset Representations Reviewer will not be permitted to review any information other than (x) the Review Materials, and (y) 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)        If
the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and such missing documentation
is not delivered to the Asset Representations Reviewer by the applicable Mortgage Loan Seller, the Master Servicer (with respect
to Performing Loans) or the Special Servicer (with respect to Specially Serviced Loans) within 10 days of the written request
by the Asset Representations Reviewer, then the Asset Representations Reviewer shall list such missing documents in a preliminary
report setting forth the preliminary results of the application of the Tests and the reasons why such missing documents are necessary
to complete a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such documents shall be deemed
to be a failure of such Test. The Asset Representations Reviewer shall provide such preliminary report to the Master Servicer
or the Special Servicer, as applicable, and to the related Mortgage Loan Seller no later than 60 days after the date on which
access to the Diligence Files in the Secure Data Room is made available to the Asset Representations Reviewer by the Certificate
Administrator. If the preliminary report indicates that any of the representations and warranties fails or is deemed to fail any
Test, the related Mortgage Loan Seller shall have 90 days (the “Cure/Contest Period”) to remedy or otherwise
refute the failure. Any documents provided or explanations given to support a conclusion that the representation and warranty
has not failed a Test or that any missing documents in the Review Materials are not required to complete a Test shall be promptly
delivered by the related Mortgage Loan Seller to the Asset Representations Reviewer. The Asset Representations Reviewer will not
be required to prepare a preliminary report in the event the Asset Representations Reviewer determines that there is no Test failure
with respect to the related Delinquent Loan.

 


(viii)       The
Asset Representations Reviewer shall, within the later of (x) 60 days after the date on which access to the Diligence Files in
the Secure Data Room is made available to the Asset Representations Reviewer by the Certificate Administrator or (y) 10 days after
the expiration of the Cure/Contest Period, complete an Asset Review with respect to each Delinquent Mortgage Loan and deliver
(i) a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined
there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement and the applicable Mortgage Loan Seller for each Delinquent Mortgage Loan and the Trust Directing
Holder and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an
“Asset Review Report Summary”) to the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer. The period of time by which the 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, if the Asset Representations
Reviewer determines pursuant to the Asset Review Standard


 






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that
such additional time is required due to the characteristics of the Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties.
In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material Breach or Material
Defect, or whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each
case, shall be a responsibility of the Master Servicer (with respect to Performing Loans) or the Special Servicer (with respect
to Specially Serviced Loans) pursuant to Section 2.03(g) of this Agreement.

 

(ix)          In
addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the Master
Servicer or the Special Servicer, as applicable, or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations
Reviewer to complete its Asset Review and deliver an Asset Review Report (as such date may have been extended pursuant to this
Agreement), the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the documentation received
by the Asset Representations Reviewer with respect to the related Delinquent Mortgage Loan, and the Asset Representations Reviewer
shall have no responsibility to independently obtain any such documentation from any party to this Agreement.

 

(x)           Within
45 days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Master Servicer (with respect to any Performing
Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall determine whether at that time, based on the Servicing
Standard, whether there exists a Material Breach or Material Defect with respect to such Mortgage Loan. If the Master Servicer
or the Special Servicer, as applicable, determines that a Material Breach or Material Defect exists, the Master Servicer or Special
Servicer, as applicable, shall enforce the obligations of the related Mortgage Loan Seller with respect to such Material Breach
or Material Defect in accordance with Section 2.03(d).

 

(c)          The
Asset Representations Reviewer and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to
the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement
with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception.
Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice stating
that such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior
written consent of the Special Servicer other than pursuant to a Privileged Information Exception. The Asset Representations Reviewer
shall keep all documents 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 or information except (i) for purposes of complying with its duties and obligations under this Agreement, (ii)
if such documents or information become generally available and known to the public other than as a result of a disclosure directly
or indirectly by the Asset Representations Reviewer, (iii) if it is reasonable and necessary for the Asset Representations Reviewer
to disclose such documents or information in working with legal counsel, auditors, taxing authorities or other governmental


 






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agencies,
(iv) if such documents or information was already known to the Asset Representations Reviewer and not otherwise subject to a confidentiality
obligation and/or (v) if the Asset Representations Reviewer is required by law, rule, regulation, order, judgment or decree to
disclose such document or information.

 


(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 (1) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Directing Holder 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 Directing Holder 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 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.

 

Section
11.02     Payment of Asset Representations Reviewer Asset Review Fees and Expenses; Limitation of
Liability.

 

(a)          As
compensation for the performance of its duties hereunder, upon the completion of any Asset Review with respect to a Delinquent
Mortgage Loan, the Asset Representations Reviewer shall be entitled to a fee that is a reasonable and customary hourly fee charged
by the Asset Representations Reviewer for similar consulting assignments at the time of such review and any related costs and
expenses; provided that the total payment to the Asset Representations Reviewer shall not be greater than the Asset Representations
Reviewer Fee Cap (the “Asset Representations Reviewer Asset Review Fee”). With respect to an individual Asset
Review Trigger and the Mortgage Loans that are Delinquent Mortgage Loans and are subject to an Asset Review (the “Subject
Loans”), the “Asset Representations Reviewer Fee Cap” shall equal the sum of: (i) $16,000 multiplied
by the number of Subject Loans, plus (ii) $1,600 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged
Property per Subject Loan, plus (iii) $2,100 per Mortgaged Property relating to a Subject Loan subject to a ground lease, plus
(iv) $1,100 per Mortgaged Property relating to a Subject Loan subject to a franchise agreement, hotel management agreement or
hotel license agreement, subject, in the case of each of clauses (i) through (iv), to adjustments on the basis of
the year-end Consumer Price Index for All Urban Consumers, or other similar index if the Consumer Price Index for All Urban Consumers
is no longer calculated, for the year of the Closing Date and for the year of the occurrence of the Asset Review.

 






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(b)          [Reserved.]

 

(c)          The
related Mortgage Loan Seller with respect to each Delinquent Mortgage Loan that is subject to an Asset Review shall pay the portion
of the Asset Representations Reviewer Asset Review Fee attributable to the Delinquent Mortgage Loan(s) contributed by it, as allocated
on the basis of the hourly charges and costs and expenses incurred with respect to its related Delinquent Mortgage Loans; provided
that if the total charge for the Asset Representations Reviewer on an hourly fee plus costs and expenses basis would exceed
the Asset Representations Reviewer Fee Cap, each Mortgage Loan Seller’s required payment shall be reduced pro rata
according to its proportion of the total charges until the aggregate amount owed by all Mortgage Loan Sellers is equal to the
Asset Representations Reviewer Fee Cap; provided, however, that if the related Mortgage Loan Seller (i) is insolvent
or (ii) 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, fails to pay such amount within 90 days of written request
by the Asset Representations Reviewer, such fee shall be paid by the Trust following delivery by the Asset Representations Reviewer
of evidence reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable, of such insolvency or failure
to pay such amount; provided, further, that notwithstanding any payment of such fee by the issuing entity to the
Asset Representations Reviewer, such fee shall remain an obligation of the related Mortgage Loan Seller and the Master Servicer
or the Special Servicer, as applicable, shall, to the extent consistent with the Servicing Standard, pursue remedies against such
Mortgage Loan Seller in order to seek recovery of such amounts from such Mortgage Loan Seller or its insolvency estate. The Asset
Representations Reviewer Asset Review Fee with respect to a Delinquent Mortgage Loan shall be included in the Purchase Price for
any Mortgage Loan that was the subject of a completed Asset Review and that is repurchased by the related Mortgage Loan Seller.

 


(d)          The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.

 

(e)          The
Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer
of all or substantially all of its Asset Representations Reviewer portfolio, provided that: (i) the purchaser or transferee
accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business under
the laws of the United States of America, any state of the United States of America or the District of Columbia, authorized under
such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation or succession that
is permitted under this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator an agreement that
contains an assumption by such person of the due and punctual performance and observance of each covenant and condition to be
performed or observed by the asset representations reviewer under this Agreement from and after the date of such agreement and
(C) is not be a prohibited party under this Agreement; (ii) the Asset Representations Reviewer shall not be released from its
obligations under this Agreement that arose prior to the effective date of such assignment and delegation; (iii) the rate at which
the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated shall not exceed the rate then in
effect and (iv) the resigning Asset Representations Reviewer shall be responsible for the reasonable costs and expenses of each
other party to this Agreement and the Rating Agencies in


 






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connection
with such transfer. Upon acceptance of such assignment and delegation, the purchaser or transferee shall provide notice to each
party to this Agreement and then will be the successor asset representations reviewer hereunder.

 

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 the 17g-5 Information Provider. Upon such notice of resignation, the Depositor shall promptly appoint a successor Asset Representations
Reviewer that is an Eligible Asset Representations Reviewer and give written notice thereof to the other parties to this Agreement.
If no successor Asset Representations Reviewer shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Asset Representations Reviewer may petition any court of competent jurisdiction
for the appointment of a successor Asset Representations Reviewer that is an Eligible Asset Representations Reviewer. The Asset
Representations Reviewer will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection
with its resignation.

 

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 operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:

 

(i)           any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of its representations or warranties under this Agreement, which failure shall continue unremedied for
a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been
given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders
of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates; provided that
if such failure is capable of being cured and the Asset Representations Reviewer is diligently pursuing such cure, such 30 day
period shall be extended by an additional period of 30 days;

 






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(ii)          any
failure by the Asset Representations Reviewer to perform in accordance with the Asset Review Standard in any material respect,
which failure shall continue unremedied for a period of 30 days after the date written notice of such failure, requiring the same
to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;

 

(iii)           any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of 30 days after the date written notice of such failure, requiring the same to be remedied, is given to the Asset
Representations Reviewer by any party to this Agreement;

 

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

 

(v)          the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or

 

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

 

Upon
receipt by the Certificate Administrator (which shall be simultaneously delivered to the Asset Representations Reviewer) of written
notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator shall promptly
provide written notice to all Certificateholders in accordance with the notice distribution procedures described in Section
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 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 shall 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


 






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contrary,
the Depositor and each Sponsor 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 requesting a vote to terminate
and replace the Asset Representations Reviewer with a proposed successor Asset Representations Reviewer that is an Eligible Asset
Representations Reviewer and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses
to be incurred by the Certificate Administrator in connection with administering such vote, the Certificate Administrator shall
promptly provide written notice thereof to the Asset Representations Reviewer 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 Asset Representations Reviewer. Upon the written direction of holders of Certificates evidencing at least
75% of a Certificateholder Quorum, the Trustee shall terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date of such termination and other
than indemnification rights arising out of events occurring prior to such termination) by notice in writing to the Asset Representations
Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer, on the one hand, and the Certificateholders,
on the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the
termination of the Asset Representations Reviewer. In the event that holders of the certificates evidencing at least 75% of a
Certificateholder Quorum elect to remove the asset representations reviewer without cause and appoint a successor, the successor
Asset 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 Trustee shall appoint a successor Asset Representations
Reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment of an
Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Directing Holder and each Certificateholder within one Business Day of such appointment.

 

The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately resign
under Section 11.03 of this Agreement and the Trustee shall use commercially reasonable efforts to appoint a successor
Asset Representations Reviewer subject to and in accordance with this Section 11.05. Notwithstanding the foregoing, if
the Trustee is unable to find a successor Asset Representations Reviewer within 30 days of the termination of the Asset Representations


 






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Reviewer,
the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for any failure to identify and appoint
a successor asset representations reviewer so long as the Trustee uses commercially reasonable efforts to conduct a search for
a successor asset representations reviewer and such failure is not a result of the Trustee’s negligence, bad faith or willful
misconduct in the performance of its obligations hereunder.

 

(d)          Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor,
the Sponsors, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Holder
and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations
under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination
(including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights
(arising out of events occurring prior to such termination).

 

Article
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), any other electronic
format 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, or 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,
or 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, and nothing herein set forth, or contained
in the terms of the Certificates, shall be construed so as to constitute the Certificateholders from time to time as partners
or members of an association; and no Certificateholder shall 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.

 

Other
than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described under Section
2.03(k)(i), no Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor


 






     -464-


     


    

 


Agreement,
any Mortgage Loan, or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator a written
notice of default, and of the continuance thereof, as herein before provided, or of the need to institute such suit, action or
proceeding on behalf of the Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates
of any Class evidencing not less than 25% of the related Percentage Interests in such Class shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee
such indemnity reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of such indemnity, shall have neglected
or refused to institute any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts
or powers vested in it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably
satisfactory to it against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended,
and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders
of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates
to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority
over or preference to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 12.02,
each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

 

No
Certificateholder shall be a “Party in Interest” as described under 11 U.S.C. Section 1109(b) solely by virtue of
its ownership of a Certificate.

 

Section
12.03     Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING
UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

 


Section
12.04     Waiver of Jury Trial; Consent to Jurisdiction. TO THE FULLEST EXTENT PERMITTED
UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING
OR OTHER


 






     -465-


     


    

 


LITIGATION
OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.
EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING
THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION
AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY
OF THIS AGREEMENT, ANY ASSIGNMENT OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY ASSIGNMENT.

 

TO
THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY
NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT;
(II) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS;
(III) WAIVES THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING INVOLVING SUCH CLAIMS IN ANY SUCH COURT; AND (IV)
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

 

Section
12.05     Notices. Unless otherwise specified in this Agreement, all demands, notices and
communications hereunder shall be in writing, shall be deemed to have been given upon receipt (except that notices to Holders
of Class R Certificates or Holders of any Class of Certificates no longer held through a Depository and instead held in registered,
definitive form shall be deemed to have been given upon being sent by first-class mail, postage prepaid or by overnight courier)
as follows:

 

If
to the Trustee and the Certificate Administrator, to:

 

Wells
Fargo Bank, National Association
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951
 Attention: Corporate Trust
Services (CMBS) – BMARK 2019-B13

 

with
copies to:

 

cts.cmbs.bond.admin@wellsfargo.com;
and
trustadministrationgroup@wellfargo.com.

 

If
to the Certificate Administrator in connection with a release or transfer of a Retained Certificate:

 






     -466-


     


    

 

Wells
Fargo Bank, National Association
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951
 Attention: Risk Retention Custody
– BMARK 2019-B13

 

with
a copy to:

 

riskretentioncustody@wellsfargo.com.

 


If
to the Certificate Registrar in connection with a transfer, exchange or surrender of any Certificate other than a Retained Certificate:

 

Wells
Fargo Bank, National Association
 600 South 4th Street
 MAC N9300-070
 Minneapolis, Minnesota 55479
 Attention:
CTS – Certificate Transfers Services (CMBS) – BMARK 2019-B13.

 



If
to the Custodian, to:

 

Wells
Fargo Bank, N.A. Document Custody Group
 1055 10th Avenue SE
 Minneapolis, Minnesota 55414
 Attention: BMARK
2019-B13 – Document Custody Group
 Email: CMBSCustody@wellsfargo.com.

 

If
to the Depositor, to:

 

Deutsche
Mortgage & Asset Receiving Corporation
 60 Wall Street
 New York,
New York 10005
 Attention: Lainie Kaye


with a copy via email to:

cmbs.requests@db.com


with a copy to:

 Cadwalader, Wickersham & Taft LLP

200 Liberty Street
 New York, New York 10281
 Attention: Anna H. Glick

 






     -467-


     


    

 

If
to the Operating Advisor, to:

 

Park
Bridge Lender Services LLC
 600 Third Avenue, 40th Floor
 New York, New York 10016
 Attention: BMARK 2019-B13 –
Surveillance Manager

 with a copy sent contemporaneously via email to: 
 cmbs.notices@parkbridgefinancial.com

 

If
to the Asset Representations Reviewer, to:

 

Park
Bridge Lender Services LLC
 600 Third Avenue, 40th Floor
 New York, New York 10016
 Attention: BMARK 2019-B13 –
Surveillance Manager

 with a copy sent contemporaneously via email to:
 cmbs.notices@parkbridgefinancial.com

 

If
to the Master Servicer, to:

 




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

10851
Mastin Street, Suite 700
 Overland Park, Kansas 66210
 Attention: Executive Vice President – Division Head
 Facsimile:
(888) 706-3565

 

with
a copy to:

 

Stinson
LLP
 1201 Walnut Street, Suite 2900
 Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes
 Facsimile: (816) 412-9338
 Email: kenda.tomes@stinson.com

 

If
to the Special Servicer, to:

 

CWCapital
Asset Management LLC
 7501 Wisconsin Avenue
 Bethesda, Maryland 20814
 Attention: Brian Hanson (Benchmark 2019-B13)


with a copy to:

 Email: CWCAMnoticesBenchmark2019-B13@cwcapital

 



     -468-


     


    



and
with a copy to:

 CWCapital Asset Management LLC
 7501 Wisconsin Avenue, Suite 500 West
 Bethesda, Maryland 20814

Attention: Legal Department

 

If
to German American Capital Corporation, as Mortgage Loan Seller, to:

 

German
American Capital Corporation
 60 Wall Street
 New York, New York 10005
 Attention: Lainie Kaye

 

with
copies via email to:

 

cmbs.requests@db.com

 



If
to JPMorgan Chase Bank, National Association, as Mortgage Loan Seller, to:

 

JPMorgan
Chase Bank, National Association
 383 Madison Avenue, 31st Floor
 New York, New York 10179
 Attention: Kunal
Singh
 Email: US_CMBS_Notice@jpmorgan.com

 

with
a copy to:

 


JPMorgan
Chase Bank, National Association
 4 New York Plaza, 21st Floor
 New York, New York 10004
 Attention: SPG Legal

Email: US_CMBS_Notice@jpmorgan.com

 

If
to Citi Real Estate Funding Inc., as Mortgage Loan Seller, to:

 

Citi
Real Estate Funding Inc.
 388 Greenwich Street, 6th Floor
 New York, New York 10013
 Attention: Richard Simpson
 Facsimile:
(646) 328-2943

 

with
a copy to:

 

Citi
Real Estate Funding Inc.
 388 Greenwich Street, 17th Floor
 New York, New York 10013
 Attention: Ryan O’Connor

 






     -469-


     


    

 

with
copies by electronic mail to:

 

richard.simpson@citi.com,
and ryan.m.oconnor@citi.com

 

If
to Deutsche Bank Securities Inc., as Initial Purchaser or Underwriter, to:

 

Deutsche
Bank Securities Inc.
 Commercial Mortgage-Backed Securities
 60 Wall Street
 New York, New York 10005
 Attention:
Lainie Kaye

 

with
copies via email to:

 

cmbs.requests@db.com 

 

If
to J.P. Morgan Securities LLC, as Initial Purchaser or Underwriter, to:

 

J.P.
Morgan Securities LLC
 383 Madison Avenue, 8th Floor
 New York, New York 10179
 Attention: SPG Syndicate

Email: ABS_Synd@jpmorgan.com

 

with
a copy to:

 

J.P.
Morgan Securities LLC
 383 Madison Avenue, 32nd Floor
 New York, New York 10179
 Attention: SPG Legal

Email: US_CMBS_Notice@jpmorgan.com

 

If
to Citigroup Global Markets Inc., as Initial Purchaser or Underwriter, to:

 


Citi
Real Estate Funding Inc.
 388 Greenwich Street, 5th Floor
 New York, New York 10013
 Attention: Raul Orozco
 Facsimile:
(347) 394-0898

 

with
a copy to:

 

Citi
Real Estate Funding Inc.
 388 Greenwich Street, 6th Floor
 New York, New York 10013
 Attention: Richard Simpson
 Facsimile:
(646) 328-2943

 






     -470-


     


    

 

with
a copy to:

 

Citi
Real Estate Funding Inc.
 388 Greenwich Street, 17th Floor
 New York, New York 10013
 Attention: Ryan O’Connor

 

with
copies by electronic mail to:

 

richard.simpson@citi.com,
and ryan.m.oconnor@citi.com

 

If
to Academy Securities, Inc., as Underwriter, to:

 



Academy
Securities, Inc.
 140 East 45th Street
 New York, New York 10017
 Attention: Michael Boyd, Chief Compliance Officer

Facsimile: (646) 736-3995

 

If
to Drexel Hamilton, LLC, as Underwriter, to:

 

Drexel
Hamilton, LLC
 77 Water Street
 New York, New York 10005
 Attention: John D. Kerin
 Facsimile: (646) 412-1500

 

If
to the initial Directing Holder with respect to any Serviced Mortgage Loan (other than any Serviced AB Mortgage Loan and the Servicing
Shift Mortgage Loans), to:

 Eightfold Real Estate Capital, L.P.
 1111 Lincoln Road, Suite 802
 Miami Beach, Florida
33139
 Attention: Brian Tageson
 Email: btageson@eightfoldcapital.com

 

If
to Deutsche Bank AG, acting through its New York Branch, as the initial VRR1 Risk Retention Consultation Party, to:

 

Deutsche
Bank AG, acting through its New York Branch
 60 Wall Street
 New York, New York 10005
 Attention: Lainie Kaye

 


with
copies via email to:

 

cmbs.requests@db.com

 






     -471-


     


    

 

If
to JPMorgan Chase Bank, National Association, as the initial VRR2 Risk Retention Consultation Party, to:

 

JPMorgan
Chase Bank, National Association
 383 Madison Avenue, 31st Floor
 New York, New York 10179
 Attention: Kunal
Singh

Email: US_CMBS_Notice@jpmorgan.com 

 

with
a copy to:

 JPMorgan Chase Bank, National Association
 4 New York Plaza, 21st Floor
 New York, New York
10004
 Attention: SPG Legal
 Email: US_CMBS_Notice@jpmorgan.com

 

If
to Citi Real Estate Funding Inc., as the initial VRR3 Risk Retention Consultation Party, to:

 

Citi
Real Estate Funding Inc.
 388 Greenwich Street, 6th Floor
 New York, New York 10013
 Attention: Richard Simpson
 Facsimile:
(646) 328-2943

 

with
a copy to:

 

Citi
Real Estate Funding Inc.
 388 Greenwich Street, 17th Floor
 New York, New York 10013
 Attention: Ryan O’Connor

 

with
copies by electronic mail to:

 

richard.simpson@citi.com,
and ryan.m.oconnor@citi.com

 

If
to the 17g-5 Information Provider, electronically to:

 

17g5informationprovider@wellsfargo.com

(in an electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s
system, specifically with a subject reference of “BMARK 2019-B13 Mortgage Trust” and an identification of the type
of information being provided in the body of such electronic mail)

 

or,
in the case of the parties to this Agreement, to such other address as such party shall specify by written notice to the other
parties hereto.

 






     -472-


     


    

 


Solely
to the extent the provisions herein contemplate electronic delivery of information, such information shall be transmitted via
electronic mail with a subject reference to include “Benchmark 2019-B13 Mortgage Trust” (or substantially similar
language) (i) in the case of the Depositor, to cmbs.requests@db.com, (ii) in the case of the Trustee, to trustadministrationgroup@wellsfargo.com,
(iii) in the case of the Certificate Administrator, to the email address specified on the Certificate Administrator’s Website
(and, if no such email address is specified therein, to cts.cmbs.bond.admin@wellsfargo.com), (iv) in the case of the Operating
Advisor, to cmbs.notices@parkbridgefinancial.com, (v) in the case of the Asset Representations Reviewer, to cmbs.notices@parkbridgefinancial.com,
(vi) in the case of the Master Servicer to NoticeAdmin@midlandls.com (and solely with respect to notices under Section
3.14, with a copy to AskMidland@midlandls.com), (vii) in the case of the Special Servicer, to CWCAMnoticesBenchmark2019-B13@cwcapital),
(viii) in the case of German American Capital Corporation, to cmbs.requests@db.com, (ix) in the case of JPMorgan Chase Bank, National
Association, to US_CMBS_Notice@jpmorgan.com, (x) in the case of Citi Real Estate Funding Inc., to richard.simpson@citi.com and
ryan.m.oconnor@citi.com; and, in the case of each Rule 15Ga-1 Notice, cmbs.notice@citi.com, (xi) in the case of Deutsche Bank
Securities Inc., to cmbs.requests@db.com, (xii) in the case of J.P. Morgan Securities LLC, to ABS_Synd@jpmorgan.com and US_CMBS_Notice@jpmorgan.com,
(xiii) in the case of Citigroup Global Markets Inc., to richard.simpson@citi.com and ryan.m.oconnor@citi.com, (xiv) in the case
of Academy Securities, Inc., to mboyd@academysecurities.com, (xv) in the case of Drexel Hamilton, LLC, to akim@drexelhamilton.com,
(xvi) in the case of Deutsche Bank AG, acting through its New York Branch, as a Risk Retention Consultation Party, to CMBS.requests@db.com,
(xvii) in the case of JPMorgan Chase Bank, National Association, as a Risk Retention Consultation Party, to US_CMBS_Notice@jpmorgan.com,
(xviii) in the case of Citi Real Estate Funding Inc., as a Risk Retention Consultation Party, to richard.simpson@citi.com and
ryan.m.oconnor@citi.com, and (xix) in the case of the 17g-5 Information Provider, to 17g5informationprovider@wellsfargo.com;
or, in the case of the parties to this Agreement, to such other electronic mail address as such party shall specify by written
notice (which may be electronic) to the other parties hereto.

 

The
obligation of any party to this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer,
Other Special Servicer, Other Trustee or Other 17g-5 Information Provider shall be effective in each case only to the extent such
party to this Agreement has received notice of the identity and contact information of such Other Depositor, Other Servicer, Other
Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable. Any such party may conclusively rely on the
name and contact information provided by the related Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or
Other 17g-5 Information Provider, as applicable, and shall be entitled to assume that the identity and contact information for
such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable
has not changed, absent receipt of written notice from such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee
or Other 17g-5 Information Provider, or a replacement thereof under the 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.

 






     -473-


     


    

 

Section
12.06     Severability of Provisions. If any one or more of the covenants, agreements, provisions
or terms of this Agreement shall be for any reason whatsoever held invalid, then, 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
12.07     Notice to the Depositor and Each Rating Agency. (a) The Certificate Administrator
shall promptly provide notice, promptly furnish (or make available) to the Depositor, the Underwriters, the Initial Purchasers,
the Directing Holder (if no Consultation Termination Event has occurred and is continuing), the Trustee the related Serviced Companion
Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s
Website) with respect to each of the following of which a Responsible Officer of the Certificate Administrator has actual knowledge:

 

(i)            any
material change or amendment to this Agreement, any Mortgage Loan Purchase Agreement or any Intercreditor Agreement;

 

(ii)          the
occurrence of any Servicer Termination Event that has not been cured;

 


(iii)         the
merger, consolidation, resignation or termination of the Certificate Administrator, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer or the Trustee; and

 

(iv)         the
repurchase of Mortgage Loans pursuant to Section 2.03(e) of this Agreement.

 

(b)          The
Certificate Administrator shall promptly furnish to the Depositor, the Underwriters, the Initial Purchasers, the Directing Holder
and the 17g-5 Information Provider (who shall promptly post such materials to the 17g-5 Information Provider’s Website):

 

(i)            notice
of the final payment to any Class of Certificateholders;

 

(ii)           notice
of any change in the location of the Distribution Accounts, the Interest Reserve Account or the Gain-on-Sale Reserve Account;
and

 

(iii)         each
report to Certificateholders described in Section 4.02 and Section 3.13 of this Agreement.

 

(c)          The
Master Servicer (or, in the case of items collected pursuant to Section 3.04 and referenced in clause (i) below,
the Special Servicer) shall promptly furnish to the 17g-5 Information Provider (who shall promptly post such materials to the
17g-5 Information Provider’s Website) and the related Other 17g-5 Information Provider (if any):

 

(i)            upon
request, a copy of each rent roll and each operating and other financial statement and occupancy 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 of this
Agreement or pursuant to Section 3.04 of this Agreement;

 






     -474-


     


    

 

(ii)          notice
of any change in the location of the Collection Account or any Serviced Whole Loan Collection Account,

 

(iii)         a
copy of any notice with respect to a breach of a representation or warranty with respect to any Mortgage Loan; 

 

(iv)         any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer;

 

(v)          any
change in the lien priority of a Mortgage Loan;

 

(vi)         any
new lease of an anchor or a termination of an anchor lease at a retail Mortgaged Property;

 

(vii)        any
material damage to a Mortgaged Property; and

 

(viii)       any
amendment, modification, consent or waiver to or of any provision of a Mortgage Loan or Serviced Whole Loan.

 

(d)          Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.14(d) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, and the Certificate
Administrator and Trustee also shall furnish such other information regarding the Trust Fund as may be reasonably requested by
the Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided
that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth
in Section 3.14(d). Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute a
Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required
hereunder shall be in writing.

 


Notices
to each Rating Agency shall be addressed as follows:

 

Kroll
Bond Rating Agency, Inc.

 

Kroll
Bond Rating Agency, Inc.
 805 Third Avenue, 29th Floor
 New York, New York 10022
 Attention: CMBS

 

Facsimile
No.: (646) 731-2395

 

Fitch
Ratings, Inc.
 33 Whitehall Street
 New York, New York 10004

Attention: Commercial Mortgage Surveillance Group
 Facsimile No.: (212) 635-0295

Email: info.cmbs@fitchratings.com

 






     -475-


     


    

 

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 

 

or
in each case to such other address as any Rating Agency shall specify by written notice to the parties hereto.

 

Section
12.08     Amendment. This Agreement or any Custodial Agreement may be amended at any time
by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee without the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders:

 

(i)             to
cure any ambiguity or to correct any manifest error;

 

(ii)            to
cause the provisions herein or therein to conform or be consistent with or in furtherance of the statements made in the Prospectus
or the Private Placement Memorandum with respect to the Certificates, the Trust or this Agreement or to correct or supplement
any provisions herein or therein which may be defective or inconsistent with any other provisions herein or therein;

 

(iii)           to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;

 

(iv)         to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the Trust Fund or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Loan Noteholder;

 


(v)          to
modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any
Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to


 






     -476-


     


    

 


a
federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;

 

(vi)         to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any
holder of a Pari Passu Companion Loan not consenting thereto as evidenced in writing by

 

 

an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);

 

(vii)          to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates);

 

(viii)        to
modify the provisions of Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by
an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);

 

(ix)          to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such
amendment shall not adversely


 






     -477-


     


    

 


affect
in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; 

 


(x)            to
modify, eliminate or add to any provisions of this Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and

 

(xi)           to
modify, eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the
Risk Retention Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation
applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required
to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced
by an Opinion of Counsel;

 

provided
that any amendment under this Section 12.08 (a) shall not materially increase the obligations of the Depositor, the
Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5
Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto,
as evidenced in the case of clauses (iii) through (x) above by (1) an Opinion of Counsel or (2) solely in the case of a Certificateholder
of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC.

 

This
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior
written consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class
of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates
and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided that no such amendment may:

 

(1)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are
required to be distributed on any Certificate, without the consent of the Holders of Certificates representing all of the Percentage
Interests of the Class or Classes, as applicable, affected


 






     -478-


     


    

 


thereby
or which are required to be distributed to any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;

 

(2)          reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Loan Noteholder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Loan Noteholder, as applicable;

 



(3)          adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding;

 

(4)          change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller; or

 

(5)          amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates).

 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend this Agreement to modify, eliminate or add to any of its provisions (i) to
such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or
to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding;
provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary
or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any
material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder or (ii) to the
extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related
regulatory actions and/or interpretations.

 

If
neither the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 12.08 shall
be effective with the consent of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Master Servicer and the Special Servicer, in writing, and to the extent required by this Section 12.08, the
Certificateholders and Serviced Companion Loan Noteholders.

 






     -479-


     


    

 

It
shall not be necessary for the consent of Certificateholders under this Section 12.08 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 and, if applicable, Serviced
Companion Loan Noteholders, shall be subject to such reasonable regulations as the Trustee may prescribe; provided 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 the Trustee
and the Certificate Administrator have received an Opinion of Counsel, at the expense of the Trust Fund (and, in the case of any
Whole Loan, any such expense shall be allocated in accordance with the expense allocation provision of the related Intercreditor
Agreement) confirming that such amendment is authorized or permitted by this Agreement and that all conditions precedent with
respect thereto have been satisfied, respectively, hereunder and such amendment will not cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding, or cause a tax to be imposed on the Trust
Fund or any such Trust REMIC.

 

Prior
to the execution of any amendment to this Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer, the Special Servicer and the Master Servicer may request and shall be entitled
to rely conclusively upon an Opinion of Counsel and an Officer’s Certificate, at the expense of the party requesting such
amendment (or, if such amendment is required to maintain the rating issued by any Rating Agency or requested by the Trustee for
any purpose described in clauses (i), (ii) or (iii) of the first sentence of this Section 12.08 (which do not modify or
otherwise relate solely to the obligations, duties or rights of the Trustee), then at the expense of the Trust Fund (and, in the
case of any Whole Loan, any such expense shall be allocated in accordance with the expense allocation provision of the related
Intercreditor Agreement)) confirming that the execution of such amendment is authorized or permitted by this Agreement and that
all conditions precedent with respect thereto have been satisfied. The Trustee, the Certificate Administrator, the Operating Advisor
or the Asset Representations Reviewer may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s,
the Certificate Administrator’s, the Operating Advisor’s or the Asset Representations Reviewer’s own rights,
duties or immunities under this Agreement.

 

Notwithstanding
any contrary provision contained in this Agreement, no amendment shall be made to this Agreement (i) which adversely affects the
rights, including (without limitation) as a third-party beneficiary hereunder, and/or obligations (including, without limitation,
in the case of a Mortgage Loan Seller, under the related Mortgage Loan Purchase Agreement) of any Mortgage Loan Seller, Initial
Purchaser or Underwriter without the written consent of such Mortgage Loan Seller, Initial Purchaser or Underwriter, as applicable,
or (ii) which adversely affects (as determined by the applicable Companion Loan Noteholder in good faith) the rights and/or obligations
of any Companion Loan Noteholder without the written consent of such Companion Loan Noteholder.

 


Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a


 






     -480-


     


    

 


copy
of the same to the 17g-5 Information Provider who shall post a copy of the same on the 17g-5 Information Provider’s Website
pursuant to Section 3.14(d) of this Agreement, and, thereafter, the Certificate Administrator shall furnish a written notification
of the substance of such amendment to each Certificateholder, the Depositor, the Master Servicer (who shall promptly forward such
notification to each Serviced Companion Loan Holder, Other Depositor, Other Servicer, Other Special Servicer and Other Trustee),
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, each Mortgage Loan Seller, the Underwriters
and the Initial Purchasers.

 



In
addition, within one (1) Business Day following the execution of any amendment to this Agreement, the party requesting such amendment
shall deliver (or cause to be delivered) such amendment (in EDGAR Compatible Format) to each Serviced Companion Loan Holder, Other
Depositor, Other Servicer, Other Special Servicer and Other Trustee.

 

Notwithstanding
any contrary provision contained in this Agreement, if one but not all of the Notes evidencing a Joint Mortgage Loan is repurchased
by the applicable Mortgage Loan Seller, this Agreement may be amended by the parties hereto (at the expense of the party requesting
such amendment), without the consent of any Certificateholder, to add or modify provisions relating to the applicable Repurchased
Note for purposes of the servicing and administration of such Repurchased Note, provided that the amendment shall not adversely
affect in any material respect the interests of the Certificateholders, as evidenced by a No Downgrade Confirmation from each
Rating Agency (obtained at the expense of the repurchasing Mortgage Loan Seller) with respect to such amendment (or, if no such
No Downgrade Confirmation is actually received, by an opinion of counsel to such effect). Prior to the effectiveness of such amendment,
if one but not all of the Notes with respect to a Joint Mortgage Loan is repurchased, the terms of Article III shall govern
the servicing and administration of such Joint Mortgage Loan.

 

Section
12.09     Confirmation of Intent. It is the express intent of the parties hereto that the
conveyance of the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as
contemplated by this Agreement be treated for all purposes as a sale by the Depositor of the Trust Fund to the Trustee. It is,
further, not the intention of the parties that such conveyance be deemed a pledge of the Trust Fund by the Depositor to the Trustee
to secure a debt or other obligation of the Depositor. However, if, notwithstanding the intent of the parties, the Trust Fund
is held to continue to be property of the Depositor then (a) this Agreement shall also be deemed to be a security agreement under
applicable law; (b) the transfer of the Trust Fund provided for herein shall be deemed to be a grant by the Depositor to the Trustee
on behalf of Certificateholders of a first priority security interest in, and the Depositor hereby grants to the Trustee a security
interest in, all of the Depositor’s right, title and interest in and to, whether now owned or existing or hereafter acquired
or arising, the property identified in clauses (i) through (xiv) of the definition of “Trust Fund” and all proceeds
thereof; (c) the possession by the Trustee (or the Custodian on its behalf) of Mortgage Notes and such other items of property
as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured
party” for purposes of perfecting the security interest pursuant to Section 9-313 of the New York Uniform Commercial Code;
and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such
property, shall be


 






     -481-


     


    

 


deemed
notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security interest under applicable law. The Depositor shall, and upon the request
and direction of the Master Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the
Trust Fund (and, in the case of any Whole Loan, such expense shall be allocated in accordance with the expense allocation provision
of the related Intercreditor Agreement)), take such actions as may be necessary to ensure that such security interest is a perfected
security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement.
It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged
or assigned.

 

Section
12.10     No Intended Third-Party Beneficiaries. Except as specified in Section 12.12
of this Agreement, no Person other than a party to this Agreement, any Mortgage Loan Seller, any Initial Purchaser, any Underwriter
or any Certificateholder shall have any rights with respect to the enforcement of any of the rights or obligations hereunder.
Without limiting the foregoing and for the avoidance of doubt, subject to Section 12.12 of this Agreement, the parties
to this Agreement specifically state that no Borrower, Manager or other party to a Mortgage Loan is an intended third-party beneficiary
of this Agreement.

 


Section
12.11     Entire Agreement. This Agreement (and, with respect to each Whole Loan, together
with the related Intercreditor Agreement) contains the entire agreement and understanding between the parties hereto with respect
to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understanding, inducements and conditions,
express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof
control and supersedes any course of performance or usage of the trade inconsistent with any of the terms hereof.

 

Section
12.12     Third Party Beneficiaries. Each of the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer acknowledge that (i) each Mortgage Loan Seller and Deutsche Bank Securities Inc.
are third party beneficiaries with respect to Section 8.05(h) of this Agreement, the obligations of any party to this Agreement
to deliver information to the 17g-5 Information Provider hereunder and the obligations of the 17g-5 Information Provider to post
information to the 17g-5 Information Provider’s Website (or make available to the NRSROs the items referenced in Section
3.13(b) and (d)) and the express obligations of any party hereto to deliver documents, notices, information or funds to a
Mortgage Loan Seller, (ii) each Mortgage Loan Seller is a third party beneficiary with respect to Section 2.01, Section
2.02, Section 2.03, Section 3.33, Section 8.05, Section 11.01 and Section 12.08 of this
Agreement and its rights as a Privileged Person, (iii) each Initial Purchaser and each Underwriter is a third party beneficiary
with respect to its rights to receive any notices, documents, certifications and/or information hereunder and its rights under
Section 12.08 of this Agreement, (iv) each holder of a Companion Loan and any related Other Depositor is an intended third
party beneficiary in respect of the rights afforded it under this Agreement and may directly (or, in the case of a holder of a
Companion Loan, the related Other Servicer may) enforce such rights, (v) each of the Serviced Companion Loan Service Providers
under the applicable Other Pooling and Servicing Agreement is an intended third party beneficiary under this Agreement with respect
to any provision herein expressly relating to compensation, reimbursement or indemnification of such Serviced Companion Loan Service
Provider and the


 






     -482-


     


    

 


provisions
regarding the coordination of Advances, (vi) each of the Non-Serviced Mortgage Loan Service Providers under the applicable Other
Pooling and Servicing Agreement is an intended third party beneficiary under this Agreement with respect to any provisions herein
relating to (1) the reimbursement of any nonrecoverable advances made with respect to the applicable Non-Serviced Mortgage Loan
by such Persons, (2) the indemnification of each applicable Other Servicer, Other Special Servicer and Other Trustee and certain
other parties pursuant to Section 1.04 or any other section of this Agreement 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 related Other Pooling and Servicing Agreement and this Agreement that relate solely to its servicing of the related Whole
Loan and any related reimbursement provisions, (3) the provisions set forth in Section 4.07 of this Agreement regarding
advancing coordination and (4) the provisions set forth in Sections 3.29 and 6.07, as applicable, of this Agreement;
and (vii) if one, but not all, of the Notes with respect to any Joint Mortgage Loan is repurchased, the applicable Repurchasing
Seller shall be a third party beneficiary of this Agreement to the same extent as if it was a Companion Loan Noteholder, as contemplated
by Section 3.33 hereof.

 

[NO
FURTHER TEXT ON THIS PAGE]


 






     -483-


     


    




 

IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer 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.  


	
 

	
 

	
 


	
 

	
DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION,
 as Depositor


	
 

	
 

	
 


	
 

	
By:

	
/s/
Natalie Grainger 


	
 

	
 

	
Name: Natalie Grainger


	
 

	
 

	
Title: Director


	
 

	
 

	
 


	
 

	
By:

	
/s/
Matt Smith 


	
 

	
 

	
Name:
Matt Smith


	
 

	
 

	
Title: Director


	
 

	
 

	
 


	
 

	
MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
as Master Servicer


	
 

	
 

	
 


	
 

	
By:

	
/s/
David A. Eckels


	
 

	
 

	
Name: David A. Eckels


	
 

	
 

	
Title:
Senior Vice President


	
 

	
 

	
 


	
 

	
CWCAPITAL ASSET MANAGEMENT LLC,
as Special Servicer


	
 

	
 

	
 


	
 

	
By:

	
/s/
Brian Hanson 


	
 

	
 

	
Name: Brian Hanson


	
 

	
 

	
Title:
Managing Director




 

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WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee


	
 

	
 

	
 


	
 

	
By:

	
/s/
Stacey Gross 


	
 

	
 

	
Name: Stacey Gross


	
 

	
 

	
Title:
Vice President


	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Certificate Administrator, Paying Agent and Custodian


	
 

	
 

	
 


	
 

	
By:

	
/s/
Stacey Gross 


	
 

	
 

	
Name: Stacey Gross


	
 

	
 

	
Title:
Vice President




	
 

	
 

	
 

	
 


	
 

	
PARK BRIDGE LENDER SERVICES LLC,
 as Operating Advisor


	
 

	
 


	
 

	
By:

	
Park Bridge Advisors LLC


	
 

	
 

	
Its Sole Member


	
 

	
 

	
 


	
 

	
 

	
By:

	
Park Bridge Financial LLC


	
 

	
 

	
 

	
Its Sole Member


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/
Robert J. Spinna, Jr. 


	
 

	
 

	
Name: Robert J. Spinna, Jr.


	
 

	
 

	
Title:
Managing Member




 

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PARK BRIDGE LENDER SERVICES LLC,
 as Asset Representations Reviewer


	
 

	
 

	
 


	
 

	
By:

	
Park Bridge Advisors LLC


	
 

	
 

	
Its Sole Member


	
 

	
 

	
 


	
 

	
 

	
By:

	
Park Bridge Financial LLC


	
 

	
 

	
 

	
Its Sole Member


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/
Robert J. Spinna, Jr. 


	
 

	
 

	
Name: Robert J. Spinna, Jr.


	
 

	
 

	
Title:
Managing Member




 


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	STATE
                                         OF NY

	) 


	 

	:
                                          ss.:


	COUNTY
                                         OF NY

	)




 

On
the 16th day of October in the year 2019, before me, the undersigned, personally appeared Matt Smith and Natalie Grainger, personally
known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument,
and that such individual made such appearance before the undersigned in New York, NY.

 

	 

	/s/
                                         ELENI SEREMETIS


	 

	Signature
                                         and Office of individual taking acknowledgment




 

	This
                                         instrument prepared by:

	





ELENI
SEREMETIS

STATE OF NEW YORK

NOTARY PUBLIC

Qualified in Bronx County

01SE6318951

MY COMMISSION EXPIRES 2/9/2023















 


	Name:

	Cadwalader,
                                         Wickersham & Taft LLP


	Address:

	200
                                         Liberty Street


	 

	New
                                         York, New York 10281




 

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STATE OF KANSAS

	
) 


	
 

	
)    ss.:


	
COUNTY OF JOHNSON

	
)




 

On the 3rd day of October in the year 2019, before me, a notary public in and for said State, personally
appeared David A. Eckels, known to me to be a Senior Vice President of Midland Loan Services, a Division of PNC Bank, National
Association, one of the entities that executed the within instrument, and also known to me to be the person who executed it on
behalf of such entity, and acknowledged to me that such entity executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate
first above written. 

 

	NOTARY
PUBLIC- State of Kansas

	 	/s/
Laura Escalante


	LAURA
ESCALANTE

	 	Notary
Public


	My Appt.
Expires 08/14/2021	 	 


 

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	STATE
                                         OF MARYLAND

	) 


	 

	:
                                          ss.:


	COUNTY
                                         OF MONTGOMERY

	)




 

On
the 7th day of October in the year 2019, before me, the undersigned, personally appeared Brian Hanson, personally known
to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he executed the same in his capacity, and that by his signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument, and that such individual made
such appearance before the undersigned in Bethesda, Maryland.

 

	 

	/s/
                                         Deanna L Dawson


	 

	Signature
                                         and Office of individual taking acknowledgment




 

	This
                                         instrument prepared by:

	


DEANNA
L DAWSON


Notary
Public - Maryland


Prince
George’s County


My
Commission Expires


October
10, 2021










 


	Name:

	Cadwalader,
                                         Wickersham & Taft LLP


	Address:

	200
                                         Liberty Street


	 

	New
                                         York, New York 10281




 

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	STATE
    OF MARYLAND	)
	 	:        ss.:
	COUNTY OF HOWARD	)


 


 


On
the 2 day of October in the year 2019, before me, the undersigned, personally appeared Stacey
Gross, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s)
is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies),
and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s)
acted, executed the instrument, and that such individual made such appearance before the undersigned in MD.


 



	 	 	/s/ Amy Martin
	 	 	Signature
and Officer of individual taking acknowledgment




 


This
instrument prepared by: 


 





	Name:	Cadwalader, Wickersham &
    Taft LLP	 	AMY MARTIN
	Address:	200 Liberty Street	 	Notary Public -
    Maryland
	 	New York, New York 10281	 	Anne Arundel County
	 	 	 	My Commission Expires
    on
	 	 	 	February 22, 2021



 


 





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	STATE
    OF MARYLAND	)
	 	:        ss.:
	COUNTY OF HOWARD	)


 


 


On
the 2 day of October in the year 2019, before me, the undersigned, personally appeared Stacey
Gross, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s)
is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies),
and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s)
acted, executed the instrument, and that such individual made such appearance before the undersigned in MD.


 



	 	 	/s/ Amy Martin
	 	 	Signature
and Officer of individual taking acknowledgment




 


This
instrument prepared by: 


 





	Name:	Cadwalader, Wickersham &
    Taft LLP	 	AMY MARTIN
	Address:	200 Liberty Street	 	Notary Public -
    Maryland
	 	New York, New York 10281	 	Anne Arundel County
	 	 	 	My Commission Expires
    on
	 	 	 	February 22, 2021



 


 





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	STATE OF NEW YORK	)	 
	 	)	ss:
	COUNTY OF NEW YORK	)	 










 


On
this 8th day of October 2019, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned
and sworn, personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge before me
that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn
is the sole member of Park Bridge Lender Services LLC, the entity described in and that executed the foregoing instrument; and
that he signed his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.





	 	/s/
    Niaja Williams Mowatt
	 	NOTARY
    PUBLIC in and for the 

    State of New York







 


[SEAL]


 





	My Commission expires:	3/31/20	 
	 	(Date)	 










 





	NIAJA
    WILLIAMS MOWATT	 
	Notary Public - State
    of New York	 
	NO. 01W16184241	 
	Qualified in Suffolk
    County	 
	My Commission Expire
    3/31/20	 







 





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	STATE OF NEW YORK	)	 
	 	)	ss:
	COUNTY OF NEW YORK	)	 










 


On
this 8th day of October 2019, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned
and sworn, personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge before me
that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn
is the sole member of Park Bridge Lender Services LLC, the entity described in and that executed the foregoing instrument; and
that he signed his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.





	 	/s/
    Niaja Williams Mowatt
	 	NOTARY
    PUBLIC in and for the 

    State of New York







 


[SEAL]


 





	My Commission expires:	3/31/20	 
	 	(Date)	 










 





	NIAJA
    WILLIAMS MOWATT	 
	Notary Public - State
    of New York	 
	NO. 01W16184241	 
	Qualified in Suffolk
    County	 
	My Commission Expire
    3/31/20	 







 





BENCHMARK
2019-B13: POOLING AND SERVICING AGREEMENT






     


     


    

 










EXHIBIT
A-1


 


FORM
OF CLASS A-1 CERTIFICATE


 


[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 


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, 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.


 




    A-1-1


     


    

 


BENCHMARK
2019-B13 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-1


 


	Class
    A-1 Pass-Through Rate: 2.114%	 	CUSIP:  08162DAA6

         

        ISIN:      US08162DAA63

         

	Original
    Aggregate Certificate Balance of the Class A-1 Certificates: $14,591,000	 	Initial
    Certificate Balance of this Certificate: $[__]
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: The close of business on the later of the related Due Date of such Mortgage Loan in October 2019 (or, in the case of
    any Mortgage Loan that has its first Due Date after October 2019, the date that would have been its Due Date in October 2019
    under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination
    of such Mortgage Loan
	Assumed
    Final Distribution Date: January 2024	 	No.:
    A-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 serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”),
CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), as custodian and as paying agent, and Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D,
Class E, Class F, Class G-RR, Class H-RR and Class R Certificates and the VRR Interest (the “Certificates”;
the Holders of Certificates issued under the Pooling and


 






    A-1-2


     


    

 


Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. 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. 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. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class A-1 Certificates for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the
eleventh day of each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in November
2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class A-1 Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


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” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs.


 






    A-1-3


     


    

 


Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five 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 (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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 escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute 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
under the Pooling and Servicing Agreement 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 under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


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 (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage


 






    A-1-4


     


    

 


Files relating thereto;
(ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


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.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate


 






    A-1-5


     


    

 


Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the Trust Fund or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions
any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Non-U.S. Tax Person;


 






    A-1-6


     


    

 


(vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(vii) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies; provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari
Passu Companion Loan not consenting to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by confirmation of the applicable Rating Agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such Rating Agency Confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or add to any
provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify, eliminate
or add


 






    A-1-7


     


    

 


to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by
an Opinion of Counsel.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby 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 modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Whole Loans which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes, as applicable, affected thereby or which are required
                                         to be distributed to any Companion Loan Noteholders without the consent of such Companion
                                         Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if 



  






    A-1-8


     


    

 


			any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property
acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the



 


 



    A-1-9


     


    

 





			last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest);
and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that 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-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling
and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days
prior to the anticipated date of exchange.


 


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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent 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 Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from


 






    A-1-10


     


    

 


the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-1-11


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-1 Certificate to be duly executed.


 


Dated:
October 17, 2019


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely
    as Certificate Administrator

	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


 


Certificate
of Authentication


 


This
is one of the Class A-1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019


 


	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as Authenticating Agent

	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:








 




    A-1-12


     


    

 


EXHIBIT
A-2


 


FORM
OF CLASS A-2 CERTIFICATE


 


[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 


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, 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.


 




    A-2-1


     


    

 


BENCHMARK
2019-B13 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-2


 


	Class
    A-2 Pass-Through Rate: 2.889%	 	CUSIP:  08162DAB4

         

        ISIN:      US08162DAB47

         

	Original
    Aggregate Certificate Balance of the

    Class A-2 Certificates: $104,583,000	 	Initial
    Certificate Balance of this Certificate: $[__]
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: The close of business on the later of the related Due Date of such Mortgage Loan in October 2019 (or, in the case of
    any Mortgage Loan that has its first Due Date after October 2019, the date that would have been its Due Date in October 2019
    under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination
    of such Mortgage Loan
	Assumed
    Final Distribution Date: September 2024	 	No.:
    A-2-[_]


 


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 serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”),
CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), as custodian and as paying agent, and Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F, Class G-RR, Class
H-RR and Class R Certificates and the VRR Interest (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are


 






    A-2-2


     


    

 


collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. 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. 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. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class A-2 Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh
day of each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in November 2019. Holders
of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class A-2 Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


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” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to


 






    A-2-3


     


    

 


each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five 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 (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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 escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute 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
under the Pooling and Servicing Agreement 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 under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


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 (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (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; (iii)
the Trust Fund’s interest in any REO


 






    A-2-4


     


    

 


Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


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.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 






    A-2-5


     


    

 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the Trust Fund or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions
any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of


 






    A-2-6


     


    

 


Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(vii) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies; provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari
Passu Companion Loan not consenting to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by confirmation of the applicable Rating Agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such Rating Agency Confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or add to any
provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any


 






    A-2-7


     


    

 


such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by
an Opinion of Counsel.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby 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 modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Whole Loans which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes, as applicable, affected thereby or which are required
                                         to be distributed to any Companion Loan Noteholders without the consent of such Companion
                                         Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 






    A-2-8


     


    

 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property
acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 






    A-2-9


     


    

 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that 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-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling
and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days
prior to the anticipated date of exchange.


 


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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent 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 Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 






    A-2-10


     


    

 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-2-11


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-2 Certificate to be duly executed.


 


Dated:
October 17, 2019


 


	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as Certificate Administrator

	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:








  


Certificate
of Authentication


 


This
is one of the Class A-2 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019


 


	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as Authenticating Agent

	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:








 




    A-2-12


     


    

 


EXHIBIT
A-3


 


FORM
OF CLASS A-SB CERTIFICATE


 


[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 


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, 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.


 




    A-3-1


     


    

 


BENCHMARK
2019-B13 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-SB


 


	Class
    A-SB Pass-Through Rate: 2.888%	 	CUSIP: 08162DAC2

         

        ISIN:      US08162DAC20

         

	Original
    Aggregate Certificate Balance of the

    Class A-SB Certificates: $26,919,000	 	Initial
    Certificate Balance of this Certificate: $[__]
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: The close of business on the later of the related Due Date of such Mortgage Loan in October 2019 (or, in the case of
    any Mortgage Loan that has its first Due Date after October 2019, the date that would have been its Due Date in October 2019
    under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination
    of such Mortgage Loan
	Assumed
    Final Distribution Date: June 2029	 	No.:
    A-SB-[_]


 


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-SB 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 serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”),
CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), as custodian and as paying agent, and Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D,
Class E, Class F, Class G-RR, Class H-RR and Class R Certificates and the VRR Interest (the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate


 






    A-3-2


     


    

 


is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. 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. 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. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class A-SB Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh
day of each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in November 2019. Holders
of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class A-SB Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


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” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately


 






    A-3-3


     


    

 


available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five 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 (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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 escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute 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
under the Pooling and Servicing Agreement 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 under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


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 (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (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; (iii)
the Trust Fund’s interest in any REO


 






    A-3-4


     


    

 


Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto and
any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged
Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans;
(xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in
the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


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.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 






    A-3-5


     


    

 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the Trust Fund or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions
any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a


 






    A-3-6


     


    

 


Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(vii) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies; provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari
Passu Companion Loan not consenting to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by confirmation of the applicable Rating Agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such Rating Agency Confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or add to any
provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this


 






    A-3-7


     


    

 


securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by
an Opinion of Counsel.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby 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 modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Whole Loans which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes, as applicable, affected thereby or which are required
                                         to be distributed to any Companion Loan Noteholders without the consent of such Companion
                                         Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 






    A-3-8


     


    

 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property
acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 






    A-3-9


     


    

 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that 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-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling
and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days
prior to the anticipated date of exchange.


 


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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent 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 Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 






    A-3-10


     


    

 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-3-11


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-SB Certificate to be duly executed.


 


Dated:
October 17, 2019


 


	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as Certificate Administrator

	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:








  


Certificate
of Authentication


 


This
is one of the Class A-SB Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019


 


	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as Authenticating Agent

	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:








  




    A-3-12


     


    

 


EXHIBIT
A-4


 


FORM
OF CLASS A-3 CERTIFICATE


 


[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 


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, 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.


 




    A-4-1


     


    

 


BENCHMARK
2019-B13 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-3


 


	Class
    A-3 Pass-Through Rate: 2.701%	 	CUSIP: 08162DAD0

         

        ISIN:     US08162DAD03

         

	Original
    Aggregate Certificate Balance of the

    Class A-3 Certificates: $220,000,000	 	Initial
    Certificate Balance of this Certificate: $[__]
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: The close of business on the later of the related Due Date of such Mortgage Loan in October 2019 (or, in the case of
    any Mortgage Loan that has its first Due Date after October 2019, the date that would have been its Due Date in October 2019
    under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination
    of such Mortgage Loan
	Assumed
    Final Distribution Date: August 2029	 	No.:
    A-3-[_]


 


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 serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”),
CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), as custodian and as paying agent, and Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D,
Class E, Class F, Class G-RR, Class H-RR and Class R Certificates and the VRR Interest (the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate


 






    A-4-2


     


    

 


is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. 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. 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. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class A-3 Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh
day of each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in November 2019. Holders
of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class A-3 Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


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” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately


 






    A-4-3


     


    

 


available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five 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 (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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 escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute 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
under the Pooling and Servicing Agreement 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 under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


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 (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (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; (iii)
the Trust Fund’s interest in any REO


 






    A-4-4


     


    

 


Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


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.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 






    A-4-5


     


    

 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the Trust Fund or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions
any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a


 






    A-4-6


     


    

 


Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(vii) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies; provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari
Passu Companion Loan not consenting to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by confirmation of the applicable Rating Agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such Rating Agency Confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or add to any
provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this


 






    A-4-7


     


    

 


securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by
an Opinion of Counsel.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby 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 modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Whole Loans which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes, as applicable, affected thereby or which are required
                                         to be distributed to any Companion Loan Noteholders without the consent of such Companion
                                         Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 






    A-4-8


     


    

 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property
acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 






    A-4-9


     


    

 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that 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-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling
and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days
prior to the anticipated date of exchange.


 


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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent 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 Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 






    A-4-10


     


    

 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-4-11


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.


 


Dated:
October 17, 2019


 


	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as Certificate Administrator

	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:








 


Certificate
of Authentication


 


This
is one of the Class A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019


 


	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as Authenticating Agent

	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:








 



    A-4-12


     


    




 


EXHIBIT
A-5


 


FORM
OF CLASS A-4 CERTIFICATE


 


[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


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, 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. 




 




    A-5-1


     


    

 


BENCHMARK
2019-B13 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-4


 


	Class
    A-4 Pass-Through Rate: 2.952%	 	CUSIP: 08162DAE8

         

        ISIN:    US08162DAE85

         

	Original
    Aggregate Certificate Balance of the

    Class A-4 Certificates: $277,705,000	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: The close of business on the later of the related Due Date of such Mortgage Loan in October 2019 (or, in the case of
    any Mortgage Loan that has its first Due Date after October 2019, the date that would have been its Due Date in October 2019
    under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination
    of such Mortgage Loan
	 	 	 
	Assumed
    Final Distribution Date: October 2029	 	No.:
    A-4-[_]


 


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 serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”),
CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), as custodian and as paying agent, and Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D,
Class E, Class F, Class G-RR, Class H-RR and Class R Certificates and the VRR Interest (the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate


 



    A-5-2


     


    

 


is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. 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. 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. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class A-4 Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh
day of each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in November 2019. Holders
of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class A-4 Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


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” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately


 



    A-5-3


     


    

 


available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five 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 (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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 escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute 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
under the Pooling and Servicing Agreement 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 under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


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 (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (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; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of


 



    A-5-4


     


    

 


Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


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.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the


 



    A-5-5


     


    

 


Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the Trust Fund or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions
any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or


 



    A-5-6


     


    

 


supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(vii) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies; provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari
Passu Companion Loan not consenting to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by confirmation of the applicable Rating Agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such Rating Agency Confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or add to any
provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by
an Opinion of Counsel.


 






    A-5-7


     


    

 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby 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 modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Whole Loans which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes, as applicable, affected thereby or which are required
                                         to be distributed to any Companion Loan Noteholders without the consent of such Companion
                                         Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,


 



    A-5-8


     


    

 



the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property
acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC®



 






    A-5-9


     


    

 


Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.


 


In
addition, the Pooling and Servicing Agreement provides that 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-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling
and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days
prior to the anticipated date of exchange.


 


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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent 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 Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-5-10


     


    

 





IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-4 Certificate to be duly executed.


 


Dated:
 October 17, 2019


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	       
	 	 	Name:
	 	 	Title:


  


Certificate
of Authentication


 


This
is one of the Class A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
 October 17, 2019


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as Authenticating Agent
	 	 	 
	 	By:	       
	 	 	Name:
	 	 	Title:


  






    A-5-11


     


    







 


EXHIBIT
A-6


 


FORM
OF CLASS A-M CERTIFICATE


 


[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


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, 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. 




 




    A-6-1


     


    

 


BENCHMARK
2019-B13 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-M


 


	Class
    A-M Pass-Through Rate: 3.183%	 	CUSIP: 08162DAG3

         

        ISIN:     US08162DAG34

         

	Original
    Aggregate Certificate Balance of the

    Class A-M Certificates: $75,877,000	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: The close of business on the later of the related Due Date of such Mortgage Loan in October 2019 (or, in the case of
    any Mortgage Loan that has its first Due Date after October 2019, the date that would have been its Due Date in October 2019
    under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination
    of such Mortgage Loan
	 	 	 
	Assumed
    Final Distribution Date: October 2029	 	No.:
    A-M-[_]


 


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-M 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 serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
between the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the
“Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special
Servicer”), Wells Fargo Bank, National Association, as trustee (in such capacity, the
“Trustee”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the
“Certificate Administrator”), as custodian and as paying agent, and Park Bridge Lender Services LLC, as
operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in
such capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E,
Class F, Class G-RR, Class H-RR and Class R Certificates and the VRR Interest (the “Certificates”; the
Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as
“Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of the
Pooling and Servicing Agreement.


 






    A-6-2


     


    

 


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. 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. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class A-M Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh
day of each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in November 2019. Holders
of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class A-M Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


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” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the
United


 



    A-6-3


     


    

 


 States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five 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 (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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 escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute 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
under the Pooling and Servicing Agreement 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 under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


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 (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (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; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any


 



    A-6-4


     


    

 


 indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


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.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as


 



    A-6-5


     


    

 


 provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the Trust Fund or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions
any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in


 



    A-6-6


     


    

 


 the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(vii) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies; provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari
Passu Companion Loan not consenting to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by confirmation of the applicable Rating Agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such Rating Agency Confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or add to any
provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by
an Opinion of Counsel.


 






    A-6-7


     


    

 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby 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 modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Whole Loans which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes, as applicable, affected thereby or which are required
                                         to be distributed to any Companion Loan Noteholders without the consent of such Companion
                                         Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,


 



    A-6-8


     


    

 



the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property
acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate, and unpaid Servicing Compensation,
Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC®




 






    A-6-9


     


    

 





			Intellectual
Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that 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-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling
and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days
prior to the anticipated date of exchange.


 


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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent 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 Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    A-6-10


     


    







 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-M Certificate to be duly executed.


 


Dated:
 October 17, 2019


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	       
	 	 	Name:
	 	 	Title:


 

 


Certificate
of Authentication


 


This
is one of the Class A-M Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
 October 17, 2019


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as Authenticating Agent
	 	 	 
	 	By:	       
	 	 	Name:
	 	 	Title:


 






    A-6-11


     


    







 


EXHIBIT
A-7


 


FORM
OF CLASS B CERTIFICATE


 


[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


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, 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. 




 




    A-7-1


     


    

 


BENCHMARK
2019-B13 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS B


 


	Class
    B Pass-Through Rate: Equal to the lesser of (i) the WAC Rate and (ii) 3.335%	 	CUSIP: 08162DAH1

         

        ISIN:    US08162DAH17

         

	Original
    Aggregate Certificate Balance of the

    Class B Certificates: $39,087,000	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: The close of business on the later of the related Due Date of such Mortgage Loan in October 2019 (or, in the case of
    any Mortgage Loan that has its first Due Date after October 2019, the date that would have been its Due Date in October 2019
    under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination
    of such Mortgage Loan
	 	 	 
	Assumed
    Final Distribution Date: October 2029	 	No.:
    B-[_]


 


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 serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”),
CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), as custodian and as paying agent, and Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D,
Class E, Class F, Class G-RR, Class H-RR and Class R Certificates and the VRR Interest (the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement.


 



    A-7-2


     


    

 


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. 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. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class B Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day
of each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in November 2019. Holders
of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class B Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


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” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the
United


 



    A-7-3


     


    

 


States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five 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 (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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 escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute 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
under the Pooling and Servicing Agreement 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 under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


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 (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (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; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any


 



    A-7-4


     


    

 


 indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


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.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as


 



    A-7-5


     


    

 


provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the Trust Fund or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions
any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in


 



    A-7-6


     


    

 


the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(vii) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies; provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari
Passu Companion Loan not consenting to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by confirmation of the applicable Rating Agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such Rating Agency Confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or add to any
provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by
an Opinion of Counsel.


 






    A-7-7


     


    

 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby 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 modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Whole Loans which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes, as applicable, affected thereby or which are required
                                         to be distributed to any Companion Loan Noteholders without the consent of such Companion
                                         Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,


 



    A-7-8


     


    

 



the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property
acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® 



 






    A-7-9


     


    

 


Intellectual
Property Royalty License Fees and Trust Fund expenses.


 


In
addition, the Pooling and Servicing Agreement provides that 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-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling
and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days
prior to the anticipated date of exchange.


 


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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent 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 Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    A-7-10


     


    

 





IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class B Certificate to be duly executed.


 


Dated:
 October 17, 2019


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	       
	 	 	Name:
	 	 	Title:


  


Certificate
of Authentication


 


This
is one of the Class B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
 October 17, 2019


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as Authenticating Agent
	 	 	 
	 	By:	       
	 	 	Name:
	 	 	Title:


 










    A-7-11


     


    

 


EXHIBIT
A-8


 


FORM
OF CLASS C CERTIFICATE


 


[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


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, 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. 




 




    A-8-1


     


    

 


BENCHMARK
2019-B13 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS C


 


	Class
    C Pass-Through Rate: Equal to the lesser of (i) the WAC Rate and (ii) 3.839%	 	CUSIP:
                                         08162DAJ7

         

        ISIN:     US08162DAJ72

         

	Original
    Aggregate Certificate Balance of the

    Class C Certificates: $43,687,000	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: The close of business on the later of the related Due Date of such Mortgage Loan in October 2019 (or, in the case of
    any Mortgage Loan that has its first Due Date after October 2019, the date that would have been its Due Date in October 2019
    under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination
    of such Mortgage Loan
	 	 	 
	Assumed
    Final Distribution Date: October 2029	 	No.:
    C-[_]


 


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 serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”),
CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), as custodian and as paying agent, and Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D,
Class E, Class F, Class G-RR, Class H-RR and Class R Certificates and the VRR Interest (the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement.


 



    A-8-2


     


    

 


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. 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. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class C Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day
of each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in November 2019. Holders
of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class C Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


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” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the
United


 



    A-8-3


     


    

 


States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five 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 (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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 escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute 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
under the Pooling and Servicing Agreement 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 under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


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 (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (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; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any


 



    A-8-4


     


    

 


indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


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.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as


 



    A-8-5


     


    

 


provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the Trust Fund or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions
any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in


 



    A-8-6


     


    

 


 the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(vii) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies; provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari
Passu Companion Loan not consenting to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by confirmation of the applicable Rating Agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such Rating Agency Confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or add to any
provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by
an Opinion of Counsel.


 






    A-8-7


     


    

 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby 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 modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Whole Loans which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes, as applicable, affected thereby or which are required
                                         to be distributed to any Companion Loan Noteholders without the consent of such Companion
                                         Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,


 



    A-8-8


     


    

 



the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property
acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC®



 






    A-8-9


     


    

 


Intellectual
Property Royalty License Fees and Trust Fund expenses.


 


In
addition, the Pooling and Servicing Agreement provides that 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-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling
and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days
prior to the anticipated date of exchange.


 


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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent 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 Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 









    A-8-10


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class C Certificate to be duly executed.


 


Dated:
October 17, 2019


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	       
	 	 	Name:
	 	 	Title:


 



Certificate
of Authentication


 


This
is one of the Class C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as Authenticating Agent
	 	 	 
	 	By:	       
	 	 	Name:
	 	 	Title:


 











    A-8-11


     


    









 


EXHIBIT
A-9


 


FORM
OF CLASS D [RULE 144A] 1 [REG S]2 CERTIFICATE


 


[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


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A“), TO
AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER“), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS
THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN
THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS
R CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH


 














1
For Rule 144A Global Certificates only.





2
For Reg S Global Certificates only.





3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 











    A-9-1


     


    

 


ANY
OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1
TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT
MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS
AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO BELOW.


 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 






    A-9-2


     


    

 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, 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.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO
A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 










4
For Reg S Global Certificates only.


 




    A-9-3


     


    

 


BENCHMARK
2019-B13 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS D


 


	Class
    D Pass-Through Rate: 2.500%	 	CUSIP:
             [08162DAR9]5

        [U0740DAD5]6

        [08162DAS7]7

         

        ISIN:         [US08162DAR98]8

        [USU0740DAD58]9

        [US08162DAS71]10

         

	Original
    Aggregate Certificate Balance of the

    Class D Certificates: $26,441,000	 	Initial
    Certificate Balance of this Certificate: $[__]
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: The close of business on the later of the related Due Date of such Mortgage Loan in October 2019 (or, in the case of
    any Mortgage Loan that has its first Due Date after October 2019, the date that would have been its Due Date in October 2019
    under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination
    of such Mortgage Loan
	Assumed
    Final Distribution Date: October 2029	 	No.:
    D-[__]


 


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 serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”),
CWCapital Asset


 




 








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-9-4


     


    

 


Management LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), as custodian and as paying agent, and Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D,
Class E, Class F, Class G-RR, Class H-RR and Class R Certificates and the VRR Interest (the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. 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. 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. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class D Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day
of each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in November 2019. Holders
of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class D Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


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


 



    A-9-5


     


    

 


“Interest Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five 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 (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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 escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute 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
under the Pooling and Servicing Agreement 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 under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    A-9-6


     


    

 


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 (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (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; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


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.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 






    A-9-7


     


    

 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the Trust Fund or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to


 



    A-9-8


     


    

 


modify, eliminate or add to the provisions
any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(vii) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies; provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari
Passu Companion Loan not consenting to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by confirmation of the applicable Rating Agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such Rating Agency Confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information


 



    A-9-9


     


    

 


Provider for posting to the 17g-5 Information Provider’s Website and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or add to any
provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by
an Opinion of Counsel.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby 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 modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Whole Loans which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes, as applicable, affected thereby or which are required
                                         to be distributed to any Companion Loan Noteholders without the consent of such Companion
                                         Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 






    A-9-10


     


    

 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property
acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 






    A-9-11


     


    

 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that 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-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling
and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days
prior to the anticipated date of exchange.


 


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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent 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 Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing


 



    A-9-12


     


    

 


Agreement
of the last asset held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing
Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-9-13


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class D Certificate to be duly executed.


 


Dated:
October 17, 2019





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:










 






Certificate
of Authentication


 


This
is one of the Class D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  




    A-9-14


     


    

 


EXHIBIT
A-10


 


FORM
OF CLASS E [RULE 144A] 1 [REG S]2 CERTIFICATE


 


[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


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A“), TO
AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER“), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS
THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN
THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS
R CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH


 


 






1
For Rule 144A Global Certificates only.


2
For Reg S Global Certificates only. 


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 


 



    A-10-1


     


    

 


ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1
TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT
MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS
AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO BELOW.


 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 






    A-10-2


     


    

 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, 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.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO
A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 





 



4
 For Reg S Global Certificates only.




    A-10-3


     


    

 


BENCHMARK
2019-B13 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS E


 


	Class
    E Pass-Through Rate: 2.500%	 	CUSIP:
            [08162DAT5]5

        [U0740DAE3]6

        [08162DAU2]7

         

        ISIN:         [US08162DAT54]8

        [USU0740DAE32]9

        [US08162DAU28]10

         

	Original
    Aggregate Certificate Balance of the

    Class E Certificates: $21,844,000	 	Initial
    Certificate Balance of this 

Certificate: $[__]
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: The close of business on the later of the related Due Date of such Mortgage Loan in October 2019 (or, in the case of
    any Mortgage Loan that has its first Due Date after October 2019, the date that would have been its Due Date in October 2019
    under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination
    of such Mortgage Loan
	Assumed
    Final Distribution Date: October 2029	 	No.:
    E-[__]


 


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 serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”),
CWCapital Asset


 





 






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-10-4


     


    

 


Management LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), as custodian and as paying agent, and Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D,
Class E, Class F, Class G-RR, Class H-RR and Class R Certificates and the VRR Interest (the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. 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. 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. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class E Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day
of each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in November 2019. Holders
of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class E Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


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


 



    A-10-5


     


    

 


“Interest Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five 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 (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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 escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute 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
under the Pooling and Servicing Agreement 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 under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    A-10-6


     


    

 


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 (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (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; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


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.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 






    A-10-7


     


    

 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the Trust Fund or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to


 



    A-10-8


     


    

 


modify, eliminate or add to the provisions
any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(vii) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies; provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari
Passu Companion Loan not consenting to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by confirmation of the applicable Rating Agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such Rating Agency Confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information


 



    A-10-9


     


    

 


Provider for posting to the 17g-5 Information Provider’s Website and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or add to any
provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by
an Opinion of Counsel.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby 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 modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Whole Loans which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes, as applicable, affected thereby or which are required
                                         to be distributed to any Companion Loan Noteholders without the consent of such Companion
                                         Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 






    A-10-10


     


    

 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property
acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 






    A-10-11


     


    

 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that 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-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling
and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days
prior to the anticipated date of exchange.


 


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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent 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 Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing


 



    A-10-12


     


    

 


Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-10-13


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class E Certificate to be duly executed.


 


Dated:
October 17, 2019 





	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:







 


Certificate
of Authentication


 


This
is one of the Class E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:





 




    A-10-14


     


    

 


EXHIBIT
A-11


 


FORM
OF CLASS F [RULE 144A] 1 [REG S]2 CERTIFICATE


 


[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


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A“), TO
AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER“), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS
THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN
THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS
R CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH


 


 









1
For Rule 144A Global Certificates only.





2
For Reg S Global Certificates only.





3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 



    A-11-1


     


    

 


ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1
TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT
MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS
AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO BELOW.


 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 






    A-11-2


     


    

 


THIS
CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT,
INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR
LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR TO SECTION 4975 THE
CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED
PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE
ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR, IN THE CASE OF
A PLAN SUBJECT TO SIMILAR LAW, WHERE THE ACQUISITION, HOLDING AND DISPOSITION OF SUCH CERTIFICATE WILL NOT CONSTITUTE A NON-EXEMPT
VIOLATION UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I)
TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE
IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES
OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND
THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION
4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE
CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE INITIAL PURCHASERS, THE UNDERWRITERS
OR THE ASSET REPRESENTATIONS REVIEWER TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL
CERTIFICATE” THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL
BE


 



    A-11-3


     


    

 


DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE
SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE
AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WILL BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS
OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, 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.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO
A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 





 



4
For Reg S Global Certificates only.


 




    A-11-4


     


    

 


BENCHMARK
2019-B13 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS F


 


	Class
    F Pass-Through Rate: 3.000%	 	CUSIP:
            [08162DAV0]5

        [U0740DAF0]6

        [08162DAW8]7

         

        ISIN:         [US08162DAV01]8

        [USU0740DAF07]9

        [US08162DAW83]10

         

	Original
    Aggregate Certificate Balance of the

    Class F Certificates: $22,992,000	 	Initial
    Certificate Balance of this Certificate: $[__]
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: The close of business on the later of the related Due Date of such Mortgage Loan in October 2019 (or, in the case of
    any Mortgage Loan that has its first Due Date after October 2019, the date that would have been its Due Date in October 2019
    under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination
    of such Mortgage Loan
	Assumed
    Final Distribution Date: October 2029	 	No.:
    F-[__]


 


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 serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”),
CWCapital Asset


 





 






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-11-5


     


    

 


Management LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), as custodian and as paying agent, and Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D,
Class E, Class F, Class G-RR, Class H-RR and Class R Certificates and the VRR Interest (the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. 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. 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. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class F Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day
of each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in November 2019.


 


During
each Interest Accrual Period (as defined below), interest on the Class F Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


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” means, with respect to any Distribution Date, the calendar month 


 



    A-11-6


     


    

 


immediately preceding the month in which such
Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five 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 (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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 escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute 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
under the Pooling and Servicing Agreement 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 under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    A-11-7


     


    

 


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 (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (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; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


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.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 






    A-11-8


     


    

 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the Trust Fund or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any


 



    A-11-9


     


    

 


material
respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions
any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(vii) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies; provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari
Passu Companion Loan not consenting to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by confirmation of the applicable Rating Agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such Rating Agency Confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the


 



    A-11-10


     


    

 


Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or add to any
provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by
an Opinion of Counsel.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby 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 modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Whole Loans which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes, as applicable, affected thereby or which are required
                                         to be distributed to any Companion Loan Noteholders without the consent of such Companion
                                         Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 






    A-11-11


     


    

 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property
acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 






    A-11-12


     


    

 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that 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-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling
and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days
prior to the anticipated date of exchange.


 


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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent 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 Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing


 



    A-11-13


     


    

 


Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-11-14


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class F Certificate to be duly executed.


 


Dated:
October 17, 2019 






	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


Certificate
of Authentication


 


This
is one of the Class F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019 






	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 




    A-11-15


     


    

 


EXHIBIT
A-12


 


FORM
OF CLASS G-RR [RULE 144A]1 [REG S]2 CERTIFICATE


 


[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


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A“), TO
AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER“), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS
THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN
THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS
R CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH


 





 






1 For Rule 144A Global Certificates
only.





2 For Reg S Global Certificates
only.


3 Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement.


 



    A-12-1


     


    

 


ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL 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 PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED. THE INITIAL PURCHASER OF 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.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1
TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT
MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING





 



    A-12-2


     


    

 


 


CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS
AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO BELOW.


 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT,
INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR
LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR TO SECTION 4975 THE
CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED
PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE
ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR, IN THE CASE OF
A PLAN SUBJECT TO SIMILAR LAW, WHERE THE ACQUISITION, HOLDING AND DISPOSITION OF SUCH CERTIFICATE WILL NOT CONSTITUTE A NON-EXEMPT
VIOLATION UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I)
TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE
IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES
OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND
THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT


 



    A-12-3


     


    

 


THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION
4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE
CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE INITIAL PURCHASERS, THE UNDERWRITERS
OR THE ASSET REPRESENTATIONS REVIEWER TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL
CERTIFICATE” THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL
BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE
SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE
AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WILL BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS
OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, 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.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO
A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 








 






4
For Reg S Global Certificates only.



 




    A-12-4


     


    

BENCHMARK
2019-B13 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS G-RR


 


	Class
    G-RR Pass-Through Rate: Equal to the WAC Rate	 	CUSIP:     [08162DAX6]5

        [U0740DAG8]6

        [08162DAY4]7

         

        ISIN:         [US08162DAX66]8

        [USU0740DAG89]9

        [US08162DAY40]10

         

	Original
    Aggregate Certificate Balance of the

    Class G-RR Certificates: $9,198,000	 	Initial
    Certificate Balance of this Certificate: $[_____]
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: The close of business on the later of the related Due Date of such Mortgage Loan in October 2019 (or, in the case of
    any Mortgage Loan that has its first Due Date after October 2019, the date that would have been its Due Date in October 2019
    under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination
    of such Mortgage Loan
	Assumed
    Final Distribution Date: October 2029	 	No.:
    G-RR-[__]


 


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-RR 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 serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”),
CWCapital Asset


 





 



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-12-5


     


    

 


Management LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), as custodian and as paying agent, and Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D,
Class E, Class F, Class G-RR, Class H-RR and Class R Certificates and the VRR Interest (the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. 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. 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. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class G-RR Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh
day of each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in November 2019.


 


During
each Interest Accrual Period (as defined below), interest on the Class G-RR Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


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” means, with respect to any Distribution Date, the calendar month


 



    A-12-6


     


    

 


immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five 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 (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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 escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute 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
under the Pooling and Servicing Agreement 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 under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    A-12-7


     


    

 


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 (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (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; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


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.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 






    A-12-8


     


    

 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the Trust Fund or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any


 



    A-12-9


     


    

 


material
respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions
any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(vii) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies; provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari
Passu Companion Loan not consenting to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by confirmation of the applicable Rating Agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such Rating Agency Confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the


 



    A-12-10


     


    

 


Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or add to any
provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by
an Opinion of Counsel.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby 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 modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Whole Loans which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes, as applicable, affected thereby or which are required
                                         to be distributed to any Companion Loan Noteholders without the consent of such Companion
                                         Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 






    A-12-11


     


    

 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property
acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 






    A-12-12


     


    

 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that 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-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling
and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days
prior to the anticipated date of exchange.


 


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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent 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 Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing


 



    A-12-13


     


    

 


Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-12-14


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class G-RR Certificate to be duly executed.


 


Dated:
October 17, 2019 






	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 


Certificate
of Authentication


 


This
is one of the Class G-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019 




	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 




    A-12-15


     


    

 


EXHIBIT
A-13


 


FORM
OF CLASS H-RR [RULE 144A]1 [REG S]2 CERTIFICATE


 


[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


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A“), TO
AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER“), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS
THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN
THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS
R CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH


 





 






1 For Rule 144A Global Certificates
only.


2 For Reg S Global Certificates
only.


3 Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement.


 



    A-13-1


     


    

 


ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL 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 PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED. THE INITIAL PURCHASER OF 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.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1
TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT
MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING


 



    A-13-2


     


    

 


CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS
AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO BELOW.


 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT,
INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR
LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR TO SECTION 4975 THE
CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED
PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE
ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR, IN THE CASE OF
A PLAN SUBJECT TO SIMILAR LAW, WHERE THE ACQUISITION, HOLDING AND DISPOSITION OF SUCH CERTIFICATE WILL NOT CONSTITUTE A NON-EXEMPT
VIOLATION UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I)
TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE
IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES
OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND
THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF 


 



    A-13-3


     


    

 


A PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION
4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE
CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE INITIAL PURCHASERS, THE UNDERWRITERS
OR THE ASSET REPRESENTATIONS REVIEWER TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL
CERTIFICATE” THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL
BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE
SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE
AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WILL BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS
OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, 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.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO
A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 





 






4
For Reg S Global Certificates only. 


 




    A-13-4


     


    

 


BENCHMARK
2019-B13 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS H-RR


 


	Class
    H-RR Pass-Through Rate: Equal to the WAC Rate	 	CUSIP:     [08162DAZ1]5

        [U0740DAH6]6

        [08162DBA5]7

         

        ISIN:         [US08162DAZ15]8

        [USU0740DAH62]9

        [US08162DBA54]10

         

	Original
    Aggregate Certificate Balance of the

    Class H-RR Certificates: $36,788,563	 	Initial
    Certificate Balance of this Certificate: $[_____]
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: The close of business on the later of the related Due Date of such Mortgage Loan in October 2019 (or, in the case of
    any Mortgage Loan that has its first Due Date after October 2019, the date that would have been its Due Date in October 2019
    under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination
    of such Mortgage Loan
	Assumed
    Final Distribution Date: October 2029	 	No.:
    H-RR-[__]


 


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-RR 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 serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”),
CWCapital Asset


 








 



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-13-5


     


    

 


Management LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), as custodian and as paying agent, and Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D,
Class E, Class F, Class G-RR, Class H-RR and Class R Certificates and the VRR Interest (the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. 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. 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. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class H-RR Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh
day of each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in November 2019.


 


During
each Interest Accrual Period (as defined below), interest on the Class H-RR Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


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” means, with respect to any Distribution Date, the calendar month


 



    A-13-6


     


    

 


immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five 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 (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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 escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute 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
under the Pooling and Servicing Agreement 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 under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    A-13-7


     


    

 


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 (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (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; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


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.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 






    A-13-8


     


    

 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the Trust Fund or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to


 



    A-13-9


     


    

 


modify, eliminate or add to the provisions
any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(vii) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies; provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari
Passu Companion Loan not consenting to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by confirmation of the applicable Rating Agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such Rating Agency Confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information


 



    A-13-10


     


    

 


Provider for posting to the 17g-5 Information Provider’s Website and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or add to any
provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by
an Opinion of Counsel.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby 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 modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Whole Loans which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes, as applicable, affected thereby or which are required
                                         to be distributed to any Companion Loan Noteholders without the consent of such Companion
                                         Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 






    A-13-11


     


    

 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property
acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 







    A-13-12


     


    

 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that 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-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling
and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days
prior to the anticipated date of exchange.


 


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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent 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 Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing


 



    A-13-13


     


    

 


Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-13-14


     


    

IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class H-RR Certificate to be duly executed.


 


Dated:
October 17, 2019 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:












 


Certificate
of Authentication


 





This
is one of the Class H-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019 







	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 




    A-13-15


     


    

 


EXHIBIT
A-14


 


FORM
OF CLASS X-A CERTIFICATE


 


[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


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE
HOLDERS OF THIS CLASS X-A CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS
X-A CERTIFICATES AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-A
CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING
NOTIONAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, 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. 


 




    A-14-1


     


    

 


BENCHMARK
2019-B13 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS X-A


 


	Class
    X-A Pass-Through Rate: Variable	 	CUSIP:   08162DAF5

         

        ISIN:       US08162DAF50

         

	Original
    Aggregate Notional Balance of the

    Class X-A Certificates: $719,675,000	 	Initial
    Certificate Balance of this Certificate: $[__]
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: The close of business on the later of the related Due Date of such Mortgage Loan in October 2019 (or, in the case of
    any Mortgage Loan that has its first Due Date after October 2019, the date that would have been its Due Date in October 2019
    under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination
    of such Mortgage Loan
	Assumed
    Final Distribution Date: October 2029	 	No.:
    X-A-[_]


 


 


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 serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
between the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the
“Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special
Servicer”), Wells Fargo Bank, National Association, as trustee (in such capacity, the
“Trustee”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the
“Certificate Administrator”), as custodian and as paying agent, and Park Bridge Lender Services LLC, as
operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in
such capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E,
Class F, Class G-RR, Class H-RR and Class R Certificates and the VRR Interest (the “Certificates”; the
Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as
“Certificateholders”). This Certificate


 



    A-14-2


     


    

 


is issued pursuant to, and in accordance with, the terms of the
Pooling and Servicing Agreement. 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. 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. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable,
if any, allocable to the Class X-A Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such eleventh day is not a Business Day, then the next Business Day, commencing in November 2019. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class X-A Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Notional Balance hereof.


 


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” means, with respect to any Distribution Date, the calendar
month immediately preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to
consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately


 






    A-14-3


     


    

 


available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five 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 (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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 escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute 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
under the Pooling and Servicing Agreement 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 under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


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 (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (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; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of


 



    A-14-4


     


    

 


Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


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.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the


 



    A-14-5


     


    

 


Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee without the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any
ambiguity or to correct any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any
Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus or Private
Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or
supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or
inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the
timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a)
the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the
relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of
imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the Trust Fund or any Trust REMIC; provided
that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party
requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any
material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to the
provisions any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any
Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer
to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with
respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder
of a Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the
party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or


 



    A-14-6


     


    

 


supplement
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing
Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating
Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided that such amendment or
supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto
as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by
confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency
Confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the
Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not
occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an
Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing Agreement relating to
compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any
material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any
Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to
the 17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate
Administrator’s Website; (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify, eliminate or add to any of its provisions (a) to such
extent as will be necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of
Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to
modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion of
Counsel.


 






    A-14-7


     


    

 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby 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 modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Whole Loans which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes, as applicable, affected thereby or which are required
                                         to be distributed to any Companion Loan Noteholders without the consent of such Companion
                                         Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 








		(v)	amend the Servicing
                                                                                                                                              Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating
                                                                                                                                              Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
                                                                                                                                              qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that
                                                                                                                                              such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be
                                                                                                                                              considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,


 



    A-14-8


     


    

 


the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property
acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 








		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC®



 






    A-14-9


     


    

 


	 	 	Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that 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-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling
and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days
prior to the anticipated date of exchange.


 


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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent 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 Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-14-10


     


    

 


 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class X-A Certificate to be duly executed.


 


Dated:
October 17, 2019







	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


Certificate
of Authentication


 


This
is one of the Class X-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019 






	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 




    A-14-11


     


    

 


EXHIBIT
A-15


 


FORM
OF CLASS X-B [RULE 144A]1 [REG S]2 CERTIFICATE


 


[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


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A“), TO
AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER“), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS
THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN
THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS
R CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH


 





 









1
For Rule 144A Global Certificates only. 


2
For Reg S Global Certificates only. 


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


  



    A-15-1


     


    

 


ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT
MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE
HOLDERS OF THIS CLASS X-B CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS
X-B CERTIFICATES AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-B
CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING
NOTIONAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


TRANSFERS
AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO BELOW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, 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.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED


 



    A-15-2


     


    

 


STATES OR TO
A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 


 






4
For Reg S Global Certificates only.


 




    A-15-3


     


    

 


 


BENCHMARK
2019-B13 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS X-B


 


	Class
        X-B Pass-Through Rate: Variable

         

         

         
	 	CUSIP:     [08162DAK4]5

        [U0740DAA1]6

        [08162DAL2]7

         

        ISIN:         [US08162DAK46]8

        [USU0740DAA10]9

        [US08162DAL29]10

         

	Original
    Aggregate Notional Balance of the

    Class X-B Certificates: $82,774,000	 	Initial
    Notional Balance of this Certificate: $[_____]
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: The close of business on the later of the related Due Date of such Mortgage Loan in October 2019 (or, in the case of
    any Mortgage Loan that has its first Due Date after October 2019, the date that would have been its Due Date in October 2019
    under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination
    of such Mortgage Loan
	Assumed
    Final Distribution Date: October 2029	 	No.:
    X-B-[__]


 


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 serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, Midland Loan Services, a Division of PNC


 





 



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-15-4


     


    

 


Bank, National Association, as master servicer (the “Master Servicer”),
CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), as custodian and as paying agent, and Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D,
Class E, Class F, Class G-RR, Class H-RR and Class R Certificates and the VRR Interest (the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. 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. 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. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable,
if any, allocable to the Class X-B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such eleventh day is not a Business Day, then the next Business Day, commencing in November 2019. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class X-B Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Notional Balance hereof.


 


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


 



    A-15-5


     


    

 


related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five 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 (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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 escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute 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
under the Pooling and Servicing Agreement 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 under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    A-15-6


     


    

 


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 (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (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; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


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.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 






    A-15-7


     


    

 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the Trust Fund or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to


 



    A-15-8


     


    

 


modify, eliminate or add to the provisions
any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(vii) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies; provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari
Passu Companion Loan not consenting to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by confirmation of the applicable Rating Agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such Rating Agency Confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information


 



    A-15-9


     


    

 


Provider for posting to the 17g-5 Information Provider’s Website and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or add to any
provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by
an Opinion of Counsel.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby 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 modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Whole Loans which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes, as applicable, affected thereby or which are required
                                         to be distributed to any Companion Loan Noteholders without the consent of such Companion
                                         Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 






    A-15-10


     


    

 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property
acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 






    A-15-11


     


    

 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that 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-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling
and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days
prior to the anticipated date of exchange.


 


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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent 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 Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing


 



    A-15-12


     


    

 


Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-15-13


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class X-B Certificate to be duly executed.


 


Dated:
October 17, 2019





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 










Certificate
of Authentication


 


This
is one of the Class X-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:










 




    A-15-14


     


    

 


EXHIBIT
A-16


 


FORM
OF CLASS X-D [RULE 144A]1 [REG S]2 CERTIFICATE


 


[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


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A“), TO
AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER“), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS
THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN
THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS
R CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH


 





 






1
For Rule 144A Global Certificates only.





2
For Reg S Global Certificates only.


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 


 



    A-16-1


     


    

 


ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT
MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE
HOLDERS OF THIS CLASS X-D CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS
X-D CERTIFICATES AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-D
CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING
NOTIONAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


TRANSFERS
AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO BELOW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, 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.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED


 



    A-16-2


     


    

 


STATES OR TO
A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4



 





 



4
For Reg S Global Certificates only. 


 






    A-16-3


     


    

 


BENCHMARK
2019-B13 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS X-D


 


	Class
    X-D Pass-Through Rate: Variable	 	CUSIP:     [08162DAM0]5

        [U0740DAB9]6

        [08162DAN8]7

        

         

        ISIN:         [US08162DAM02]8

        [USU0740DAB92]9

        [US08162DAN84]10

         

	Original
    Aggregate Notional Balance of the

    Class X-D Certificates: $48,285,000	 	Initial
    Notional Balance of this Certificate: $[_____]
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: The close of business on the later of the related Due Date of such Mortgage Loan in October 2019 (or, in the case of
    any Mortgage Loan that has its first Due Date after October 2019, the date that would have been its Due Date in October 2019
    under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination
    of such Mortgage Loan
	Assumed
    Final Distribution Date: October 2029	 	No.:
    X-D-[__]


 


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 serviced by
the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, Midland Loan Services, a Division of PNC


 








 






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-16-4


     


    

 


Bank, National Association, as master servicer (the “Master Servicer”),
CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), as custodian and as paying agent, and Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D,
Class E, Class F, Class G-RR, Class H-RR and Class R Certificates and the VRR Interest (the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. 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. 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. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable,
if any, allocable to the Class X-D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such eleventh day is not a Business Day, then the next Business Day, commencing in November 2019. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class X-D Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Notional Balance hereof.


 


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


 



    A-16-5


     


    

 


related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five 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 (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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 escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute 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
under the Pooling and Servicing Agreement 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 under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    A-16-6


     


    

 


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 (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (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; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


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.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 



    A-16-7


     


    

 





Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later
than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect
the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the Trust Fund or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to


 



    A-16-8


     


    

 


modify, eliminate or add to the provisions
any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(vii) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies; provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari
Passu Companion Loan not consenting to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by confirmation of the applicable Rating Agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such Rating Agency Confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (viii) to modify the provisions of Section 3.06 and Section
3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information


 



    A-16-9


     


    

 


Provider for posting to the 17g-5 Information Provider’s Website and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or add to any
provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify, eliminate
or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by
an Opinion of Counsel.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby 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 modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Whole Loans which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes, as applicable, affected thereby or which are required
                                         to be distributed to any Companion Loan Noteholders without the consent of such Companion
                                         Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 






    A-16-10


     


    

 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date) by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property
acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 






    A-16-11


     


    

 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that 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-SB,
Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling
and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days
prior to the anticipated date of exchange.


 


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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent 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 Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing


 



    A-16-12


     


    

 


Agreement of the last asset held by the Trust
Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-16-13


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class X-D Certificate to be duly executed.


 


Dated:
October 17, 2019










	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:










 


Certificate
of Authentication


 


This
is one of the Class X-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019







	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 




    A-16-14


     


    

 


EXHIBIT
A-17


 


FORM
OF CLASS X-F [RULE 144A]1 [REG S]2 CERTIFICATE


 


[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


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A“), TO
AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER“), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS
THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN
THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS
R CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH


 








 



1
For Rule 144A Global Certificates only. 


2
For Reg S Global Certificates only.





3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 



    A-17-1


     


    

 


ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT
MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE
HOLDERS OF THIS CLASS X-F CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS
X-F CERTIFICATES AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-F
CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING
NOTIONAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


TRANSFERS
AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO BELOW.


 


THIS
CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT,
INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR
LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR TO SECTION 4975 THE
CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101,
AS MODIFIED BY


 



    A-17-2


     


    

 


SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED
PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE
ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR, IN THE CASE OF
A PLAN SUBJECT TO SIMILAR LAW, WHERE THE ACQUISITION, HOLDING AND DISPOSITION OF SUCH CERTIFICATE WILL NOT CONSTITUTE A NON-EXEMPT
VIOLATION UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I)
TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE
IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES
OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND
THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION
4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE
CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE INITIAL PURCHASERS, THE UNDERWRITERS
OR THE ASSET REPRESENTATIONS REVIEWER TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL
CERTIFICATE” THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL
BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE
SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE
AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WILL BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS
OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN


 



    A-17-3


     


    

 


SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO
A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4



 





 



4
For Reg S Global Certificates only.


 





    A-17-4


     


    




 


BENCHMARK
2019-B13 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS X-F


 


	Class X-F
    Pass-Through Rate:  Variable	 	CUSIP:
 
	[08162DAP3]5

                                                                     [U0740DAC7]6

                                                                     [08162DAQ1]7 

        

        

	 	 	 
	 	 	ISIN:    	[US08162DAP33]8

[USU0740DAC75]9

[US08162DAQ16]10
	 	 	 
	Original
    Aggregate Notional Balance of the

    Class X-F Certificates:  $22,992,000	 	Initial
    Notional Balance of this Certificate:  $[_____]
	 	 	 
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date:  The close of business on the later of the related Due Date of such Mortgage Loan in October 2019 (or, in
    the case of any Mortgage Loan that has its first Due Date after October 2019, the date that would have been its Due Date in
    October 2019 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date
    of origination of such Mortgage Loan
	 	 	 
	Assumed
    Final Distribution Date:  October 2029	 	No.:  X-F-[__]


 


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 serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, Midland Loan Services, a Division of PNC


 





 






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-17-5


     


    

 


Bank,
National Association, as master servicer (the “Master Servicer”), CWCapital Asset Management LLC, as special
servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as trustee (in such capacity, the
“Trustee”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), as custodian and as paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such
capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset
Representations Reviewer”) evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class
X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F, Class G-RR, Class H-RR
and Class R Certificates and the VRR Interest (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. 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. 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. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable,
if any, allocable to the Class X-F Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in November 2019.


 


During
each Interest Accrual Period (as defined below), interest on the Class X-F Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Notional Balance hereof.


 


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


 



    A-17-6


     


    

 


“Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five 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 (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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 escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute 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
under the Pooling and Servicing Agreement 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 under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 



    A-17-7


     


    

 





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 (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (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; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


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.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 



    A-17-8


     


    

 





Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection
Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event
be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material
respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the Trust Fund or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any


 



    A-17-9


     


    

 


material
respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to the provisions
any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the
Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall
not adversely affect in any material respect the interests of any Certificateholder or any holder of a Pari Passu Companion Loan
not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain
the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies; provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel, or any holder of
a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by confirmation of the applicable Rating Agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such Rating Agency Confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates); (viii) to modify the provisions of Section
3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by
an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (ix) to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of
any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the


 



    A-17-10


     


    

 


Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with
the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and
(xi) to modify, eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements
of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation
applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required
to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced
by an Opinion of Counsel.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby 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 modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Whole Loans which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes, as applicable, affected thereby or which are required
                                         to be distributed to any Companion Loan Noteholders without the consent of such Companion
                                         Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 



    A-17-11


     


    

 





		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder
exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may
effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee,
the Special Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after
the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans
remaining in the Trust is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date) by
purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s
interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of,
without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 



    A-17-12


     


    

 





		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that 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-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent 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 Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing 



    A-17-13


     


    

 


Agreement
of the last asset held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing
Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-17-14


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class X-F Certificate to be duly executed.


 


Dated:
October 17, 2019 





 


	 	WELLS
                                         FARGO BANK, NATIONAL 

                                         ASSOCIATION, not in its individual capacity 

                                         but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Certificate
of Authentication


 


This
is one of the Class X-F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019


 



	 	WELLS
                                         FARGO BANK, NATIONAL 

                                         ASSOCIATION, not in its individual capacity 

                                         but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    A-17-15


     


    

 


EXHIBIT
A-18


 


FORM
OF CLASS R CERTIFICATE


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE
INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED
THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(l) 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 SECTION 860E(e)(5) OF THE CODE, OR AN
AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE,
(B) IT 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, (C) IT HAS HISTORICALLY
PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO CONTINUE TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, AND (D) IT INTENDS
TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE. 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. BECAUSE THIS CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC RESIDUAL
INTERESTS,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E 1(c), 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 PAY A SPECIFIED AMOUNT TO THE


 



    A-18-1


     


    

 


PROPOSED
TRANSFEREE OR TRANSFER TO AN ELIGIBLE TRANSFEREE AS PROVIDED IN REGULATIONS.


 


THE
HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE AGREED TO CONSENT TO THE DESIGNATION OF THE CERTIFICATE ADMINISTRATOR
AS “PARTNERSHIP REPRESENTATIVE” OF THE UPPER-TIER REMIC AND THE LOWER-TIER REMIC PURSUANT TO SECTION 6223 OF THE CODE.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (2) FOR SO
LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”),
TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT
D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO
A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


THIS
CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT,
INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE


 



    A-18-2


     


    

 


INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA OR TO SECTION 4975 THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT
TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING
ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS,
OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN. 


 


TRANSFERS
AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO BELOW.


 


ANY
HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT
MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 




    A-18-3


     


    

 


BENCHMARK
2019-B13 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS R


 


	No.:
    R-1	Percentage
    Interest: [__]%
	 	 
	 	CUSIP: 08162DBB31
	 	 
	 	ISIN:     US08162DBB382


 


This
certifies that [              ] is the registered
owner of the Percentage Interest evidenced by this Certificate in the Class R Certificates issued by the Trust Fund. The Class R
Certificateholder is not entitled to interest or principal distributions. The Class R Certificateholder will be entitled
to receive the proceeds of the remaining assets of the Upper-Tier REMIC, if any, on the Final Scheduled Distribution Date for
the Certificates, after distributions in respect of any accrued but unpaid interest on the Certificates and after distributions
in reduction of principal balance have reduced the principal balances of the Certificates to zero. It is not anticipated that
there will be any assets remaining in the Upper-Tier REMIC or Trust Fund on the Final Scheduled Distribution Date following the
distributions on the Regular 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 serviced by the Master
Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”),
CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), as custodian and as paying agent, and Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class X-B, Class X-D, Class X-F,
Class D, Class E, Class F, Class G-RR, Class H-RR and Class R Certificates and the VRR Interest (the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. 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 Rule 144A Certificates


 




    A-18-4


     


    

 





This
Class R Certificate represents the sole “residual interests” in two “real estate mortgage investment conduits”,
as those terms are defined, respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended. Each
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 shall be designated as the “partnership
representative” (within the meaning of Section 6223 of the Code) for each Trust REMIC.


 


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. 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.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five 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 (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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 escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator


 



    A-18-5


     


    

 


shall
thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
under the Pooling and Servicing Agreement 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 under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


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 (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (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; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


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.


 



    A-18-6


     


    

 





As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection
Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event
be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely


 



    A-18-7


     


    

 


affect
in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to
such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the
Trust Fund or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of
Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify,
eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any
holder of a Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced
by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as
evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by confirmation of the
applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing Holder, determine
that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such
industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the


 



    A-18-8


     


    

 


relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing Agreement relating to
compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material
respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); and (xi) to modify, eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with
the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule
or any other regulation applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event
of such repeal, as evidenced by an Opinion of Counsel.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the
Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby 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 modifying
in any manner the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided that no such amendment
may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Whole Loans which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes, as applicable, affected thereby or which are required
                                         to be distributed to any Companion Loan Noteholders without the consent of such Companion
                                         Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such 



 



    A-18-9


     


    

 





	 	 	Class
                                         then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder
exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may
effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee,
the Special Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after
the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans
remaining in the Trust is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date) by
purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s
interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of,
without duplication:


 



    A-18-10


     


    

 





		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that 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-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent 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 Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with


 



    A-18-11


     


    

 


respect
to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain
notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset
held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-18-12


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class R Certificate to be duly executed.


 


Dated:
October 17, 2019 





 


	 	WELLS
                                         FARGO BANK, NATIONAL 

                                         ASSOCIATION, not in its individual capacity 

                                         but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Certificate
of Authentication


 


This
is one of the Class R Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019


 




	 	WELLS
                                         FARGO BANK, NATIONAL 

                                         ASSOCIATION, not in its individual capacity 

                                         but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    A-18-13


     


    

 


EXHIBIT
A-19


 


FORM
OF VRR INTEREST CERTIFICATE


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. 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 U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO
AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS
THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN
THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE
CLASS R CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH
TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE
WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 



    A-25-1


     


    

 





THIS
CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT,
INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR
LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR TO SECTION 4975 OF
THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION
2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS
WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH
PLAN OR USING THE ASSETS OF ANY SUCH PLAN.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS (I) A BENEFICIAL INTEREST IN MULTIPLE “REGULAR INTERESTS”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND (II) A BENEFICIAL INTEREST IN THE EXCESS INTEREST AND PROCEEDS THEREOF
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 PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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-19-2


     


    

 


BENCHMARK
2019-B13 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, VRR INTEREST


 


	VRR
    Interest Pass-Through Rate:  N/A.  	 	CUSIP:  
	[08162DBC1]1

                                                                     [08162DBD9]2

        

	 	 	 
	 	 	ISIN:    	[US08162DBC11]3
 [US08162DBD93]4
	 	 	 
	Original
    Aggregate Certificate Balance of the

    VRR Interest:  $32,000,000	 	Initial
    Certificate Balance of this Certificate:  $[_____]
	 	 	 
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date:  The close of business on the later of the related Due Date of such Mortgage Loan in October 2019 (or, in
    the case of any Mortgage Loan that has its first Due Date after October 2019, the date that would have been its Due Date in
    October 2019 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date
    of origination of such Mortgage Loan
	 	 	 
	Assumed
    Final Distribution Date:  October 2029	 	No.:  VRR-[__]


 


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 VRR Interest.
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 serviced by the Master Servicer. The Trust Fund was created, and
the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
between the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the
“Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special
Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”), Wells Fargo Bank, National





 


 






1
For Rule 144A Certificates 


2
For IAI Certificates


3
For Rule 144A Certificates 


4
For IAI Certificates


 




    A-19-3


     


    

 


Association,
as certificate administrator (in such capacity, the “Certificate Administrator”), as custodian and as paying
agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”)
and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class C, Class
X-B, Class X-D, Class X-F, Class D, Class E, Class F, Class G-RR, Class H-RR and Class R Certificates and the VRR Interest
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of the Pooling and Servicing Agreement. 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 (i) a beneficial interest in multiple “regular interests” in a “real estate mortgage
investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code
of 1986, as amended, and (ii) a beneficial interest in the Excess Interest and proceeds thereof 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. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the VRR Interest for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in November 2019. Holders of
this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the VRR Interest will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


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


 



    A-19-4


     


    

 


“Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five 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 (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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 escheatment laws, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute 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
under the Pooling and Servicing Agreement 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 under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 



    A-19-5


     


    

 





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 (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (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; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts, and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve
Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


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.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 



    A-19-6


     


    

 





Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect
to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling
and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling
and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection
Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event
be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material
respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or any Trust REMIC that would be a claim against the Trust Fund or any Trust
REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to


 



    A-19-7


     


    

 


modify,
eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting transfer of the Class R
Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to revise or add any other
provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any
holder of a Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced
by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as
evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by confirmation of the
applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing Holder, determine
that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such
industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (ix) to modify the procedures of the Pooling and Servicing Agreement relating to
compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material
respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information


 



    A-19-8


     


    

 


Provider
for posting to the 17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the
Certificate Administrator’s Website; (x) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement
to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify, eliminate or add to any of its provisions (a) to such extent
as will be necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel, or (b)
in the event the Risk Retention Rule or any other regulation applicable to the risk retention requirements for this securitization
transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk
retention requirements in the event of such repeal, as evidenced by an Opinion of Counsel.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby 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 modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Whole Loans which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes, as applicable, affected thereby or which are required
                                         to be distributed to any Companion Loan Noteholders without the consent of such Companion
                                         Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 



    A-19-9


     


    

 





		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are
outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely
affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion Loan Noteholder
or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB,
and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder
exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may
effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee,
the Special Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after
the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans
remaining in the Trust is less than 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date) by
purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s
interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of,
without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the
                                         last day of the month preceding such Anticipated Termination Date (less any P&I Advances
                                         previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 



    A-19-10


     


    

 





		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement
                                         Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
                                         Property Royalty License Fees and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that 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-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than the Class R Certificates) for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


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 Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent 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 Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other
property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by
the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing
Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included
in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing


 



    A-19-11


     


    

 


Agreement
of the last asset held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing
Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-19-12


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this VRR Interest Certificate to be duly executed.


 


Dated:
October 17, 2019 





 


	 	WELLS
                                         FARGO BANK, NATIONAL 

                                         ASSOCIATION, not in its individual capacity
                                         

                                         but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Certificate
of Authentication


 


This
is one of the VRR Interest Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019


 




	 	WELLS
                                         FARGO BANK, NATIONAL 

                                         ASSOCIATION, not in its individual capacity
                                         

                                         but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    A-19-13


     


    




 







 


EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 




    B-1


     


    

 







Benchmark
2019-B13 - Mortgage Loan Schedule


	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Mortgage
    Loan	 	 	 	 	 	Mortage	Original
    Principal	Cut-off
    Date 	Maturity
    Date
	ID	Loan
    Number	 Seller	Mortgage
    Loan Name	Street
    Address	City	State	Zip
    Code	Rate	Balance	Stated
    Principal Balance	or
    ARD
	1	1	JPMCB	Sunset
    North	3120,
    3150 & 3180 139th Avenue Southeast	Bellevue	WA	98005	3.2500%	75,000,000	75,000,000	10/01/2029
	2	2	CREFI	Mac
    Commons	2631
    MacArthur Road	Whitehall	PA	18052	4.0200%	53,450,000	53,450,000	09/06/2029
	3	3	JPMCB	Osborn
    Triangle	Various	Cambridge	MA	02139	3.7970%	50,000,000	50,000,000	06/01/2029
	3.01	3.01	JPMCB	610
    Main Street North	610
    Main Street	Cambridge	MA	02139	 	20,182,609	20,182,609	 
	3.02	3.02	JPMCB	1
    Portland Street	1
    Portland Street	Cambridge	MA	02139	 	17,826,087	17,826,087	 
	3.03	3.03	JPMCB	700
    Main Street	700
    Main Street	Cambridge	MA	02139	 	11,991,304	11,991,304	 
	4	4	JPMCB	Grand
    Canal Shoppes	3377
    Las Vegas Boulevard South	Las
    Vegas	NV	89109	3.7408%	50,000,000	50,000,000	07/01/2029
	5	5	CREFI	Rivertowne
    Commons	6163
    Oxon Hill Road	Oxon
    Hill	MD	20745	3.6900%	45,000,000	45,000,000	10/06/2029
	6	6	JPMCB	900
    & 990 Stewart Avenue	900
    & 990 Stewart Avenue	Garden
    City	NY	11530	4.4900%	45,000,000	45,000,000	08/01/2024
	7	7	JPMCB	City
    Hyde Park	5105
    South Harper Avenue	Chicago	IL	60615	4.7000%	45,000,000	45,000,000	10/01/2029
	8	8	JPMCB	9533
    Brighton Way	9533
    Brighton Way	Beverly
    Hills	CA	90210	4.1700%	43,000,000	43,000,000	10/01/2029
	9	9	GACC	Wind
    Creek Leased Fee	77
    Sands Boulevard	Bethlehem	PA	18015	4.3800%	41,600,000	41,521,017	08/06/2029
	10	10	GACC	30
    Hudson Yards	530
    West 33rd Street	New
    York	NY	10001	3.1100%	40,000,000	40,000,000	07/06/2029
	11	11	GACC	Beverly
    Hills BMW	5070
    & 5151 Wilshire Boulevard	Los
    Angeles	CA	90036	3.9000%	39,490,000	39,490,000	09/06/2029
	12	12	JPMCB	3
    Columbus Circle	3
    Columbus Circle	New
    York	NY	10019	3.9140%	37,500,000	37,500,000	03/11/2029
	13	13	CREFI	Ensemble	824-840
    East New York Avenue	Brooklyn	NY	11203	3.9300%	34,500,000	34,500,000	10/06/2029
	14	14	GACC	Woodlands
    Mall	1201
    Lake Woodlands Drive	The
    Woodlands	TX	77380	4.2560%	30,000,000	30,000,000	08/01/2029
	15	15	CREFI	Northpoint
    Tower	901-1001
    Lakeside Avenue East	Cleveland	OH	44114	3.3000%	25,000,000	25,000,000	09/06/2024
	16	16	CREFI	Dearborn
    IHG Portfolio	Various	Dearborn	MI	48124	3.9000%	22,500,000	22,455,601	09/06/2029
	16.01	16.01	CREFI	Staybridge
    Suites Dearborn	24105
    Michigan Avenue	Dearborn	MI	48124	 	13,800,000	13,772,768	 
	16.02	16.02	CREFI	Holiday
    Inn Express Dearborn	24041
    Michigan Avenue	Dearborn	MI	48124	 	8,700,000	8,682,832	 
	17	17	JPMCB	SkyEast	636
    East 11th Street	New
    York	NY	10009	4.2500%	22,500,000	22,500,000	10/05/2029
	18	18	CREFI	951
    Madison Street	951
    Madison Street	Brooklyn	NY	11221	3.7900%	20,200,000	20,200,000	09/06/2029
	19	19	JPMCB	Canyon
    Corporate Center	3870,
    3880, 3890 Murphy Canyon Road	San
    Diego	CA	92123	3.7000%	18,460,000	18,460,000	09/01/2029
	20	20	CREFI	Philadelphia
    Metro Storage Portfolio	Various	Various	Various	Various	4.1500%	16,450,000	16,450,000	08/06/2029
	20.01	20.01	CREFI	Metro
    Self Storage - Pennsauken Township	6400-6504
    South Crescent Boulevard	Pennsauken	NJ	08109	 	8,500,000	8,500,000	 
	20.02	20.02	CREFI	Metro
    Self Storage - Philadelphia	2240
    Island Avenue	Philadelphia	PA	19142	 	7,950,000	7,950,000	 
	21	21	JPMCB	Delta
    Hotels Chesapeake Norfolk	725
    Woodlake Drive	Chesapeake	VA	23320	4.6500%	15,700,000	15,700,000	10/01/2029
	22	22	JPMCB	Concord
    Center	445-455
    East Eisenhower Parkway & 2900 South State Street	Ann
    Arbor	MI	48108
    & 48104	4.7000%	14,025,000	14,025,000	08/01/2029
	23	23	JPMCB	Gramercy
    Tavern	42
    East 20th Street	New
    York	NY	10003	4.6000%	14,000,000	14,000,000	09/01/2029
	24	24	JPMCB	Hampton
    Inn & Suites Knoxville	618
    West Main Street	Knoxville	TN	37902	4.6000%	13,500,000	13,482,543	09/01/2029
	25	25	JPMCB	SpringHill
    Suites Ashburn-Dulles North	20065
    Lakeview Center Plaza	Ashburn	VA	20147	4.6650%	13,480,000	13,480,000	10/01/2029
	26	26	JPMCB	Fern
    Marketplace	1370
    East 70th Street	Shreveport	LA	71105	5.1500%	12,500,000	12,500,000	09/01/2024
	27	27	JPMCB	Scottsdale
    Crossing	2765,
    2805, 2825 & 2845 North Scottsdale Road	Scottsdale	AZ	85257	4.0500%	11,300,000	11,300,000	09/01/2029
	28	28	CREFI	Tradecor
    Retail Portfolio	Various	Various	AZ	Various	3.5700%	11,100,000	11,100,000	09/06/2029
	28.01	28.01	CREFI	Bell
    Rd & Litchfield Rd	16811
    North Litchfield Road	Surprise	AZ	85374	 	5,445,000	5,445,000	 
	28.02	28.02	CREFI	Power
    Rd & US 60	1438
    South Power Road	Mesa	AZ	85206	 	3,583,000	3,583,000	 
	28.03	28.03	CREFI	Bullard
    Ave & McDowell Rd	14681
    West McDowell Road	Goodyear	AZ	85395	 	1,094,000	1,094,000	 
	28.04	28.04	CREFI	Pebble
    Creek Parkway & McDowell Rd	North
    of NWC McDowell Road & Pebble Creek Parkway	Goodyear	AZ	85338	 	978,000	978,000	 
	29	29	GACC	Hotel
    Indigo Birmingham	1023
    20th Street South	Birmingham	AL	35205	4.0500%	10,710,000	10,694,706	09/06/2029
	30	30	CREFI	The
    BC Remedy Building	407
    & 423 Morris Street	Durham	NC	27701	4.4500%	10,500,000	10,480,873	09/06/2024
	31	31	JPMCB	Courtyard
    Warner Robins	589
    Carl Vinson Parkway	Warner
    Robins	GA	31088	4.8000%	10,500,000	10,475,174	08/01/2029
	32	32	CREFI	Two
    Guys Commons	905
    Loucks Road	York	PA	17404	3.8900%	9,800,000	9,800,000	09/06/2029
	33	33	JPMCB	47
    Clinton Street	47
    Clinton Street	New
    York	NY	10002	5.2500%	9,000,000	9,000,000	01/01/2024
	34	34	JPMCB	TownePlace
    Suites Albany	3014
    Kensington Court	Albany	GA	31721	4.8000%	8,400,000	8,380,139	08/01/2029
	35	35	CREFI	Holiday
    Inn Express and Suites Los Alamos	60
    Entrada Drive	Los
    Alamos	NM	87544	4.0500%	7,650,000	7,639,076	09/06/2029
	36	36	CREFI	Double
    Door	1572
    North Milwaukee Avenue	Chicago	IL	60647	4.4000%	7,500,000	7,500,000	09/06/2029
	37	37	CREFI	Albertsons
    Corinth	4351
    FM 2181	Corinth	TX	76210	4.4600%	5,090,000	5,090,000	09/06/2029
	38	38	CREFI	2975
    Breckinridge Boulevard	2975
    Breckinridge Boulevard	Duluth	GA	30096	4.4000%	4,900,000	4,887,436	08/06/2024
	39	39	CREFI	JJL
    Retail Portfolio	Various	Various	CA	Various	4.3500%	3,851,000	3,851,000	09/06/2029
	39.01	39.01	CREFI	Palm
    Desert	34260
    Monterey Avenue	Palm
    Desert	CA	92211	 	2,160,500	2,160,500	 
	39.02	39.02	CREFI	Lake
    Elsinore	18428
    Collier Avenue	Lake
    Elsinore	CA	92530	 	1,690,500	1,690,500	 
	40	40	JPMCB	738
    East 6th Street	738
    East 6th Street	New
    York	NY	10009	4.2500%	3,800,000	3,800,000	10/05/2029




     


    	 



    

Benchmark
2019-B13 - Mortgage Loan Schedule


	 	 	 	 	 	 	Servicing
    Fee Rate	Interest	 	 	 	 	 
	 	 	Mortgage
    Loan	 	Due	Monthly	Master
    Servicing	Primary
    Servicing	Accrual
    	Letter
    of 	 	Part
    of	Leasehold	Current
    Mezzanine
	ID	Loan
    Number	 Seller	Mortgage
    Loan Name	Date
    	Debt
    Service	Fee
    Rate	Fee
    Rate	Method	Credit	Post-ARD
    Revised Rate	Whole
    Loan	Interest	or
    Subordinate Debt
	1	1	JPMCB	Sunset
    North	1	205,946	0.00125%	0.00125%	Actual/360	None	N/A	Yes	No	 
	2	2	CREFI	Mac
    Commons	6	255,795	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	3	3	JPMCB	Osborn
    Triangle	1	160,406	0.00125%	0.00125%	Actual/360	None	N/A	Yes	Yes	145,000,000
    B Note
	3.01	3.01	JPMCB	610
    Main Street North	 	 	 	 	 	 	 	 	Yes	 
	3.02	3.02	JPMCB	1
    Portland Street	 	 	 	 	 	 	 	 	Yes	 
	3.03	3.03	JPMCB	700
    Main Street	 	 	 	 	 	 	 	 	Yes	 
	4	4	JPMCB	Grand
    Canal Shoppes	1	158,031	0.00125%	0.00125%	Actual/360	None	N/A	Yes	Yes	215,000,000
    B Note
	5	5	CREFI	Rivertowne
    Commons	6	140,297	0.00125%	0.00125%	Actual/360	None	N/A	Yes	No	 
	6	6	JPMCB	900
    & 990 Stewart Avenue	1	170,714	0.00125%	0.00125%	Actual/360	None	N/A	Yes	Yes	 
	7	7	JPMCB	City
    Hyde Park	1	233,387	0.00125%	0.00125%	Actual/360	None	N/A	Yes	No	 
	8	8	JPMCB	9533
    Brighton Way	1	151,500	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	9	9	GACC	Wind
    Creek Leased Fee	6	193,795	0.00125%	0.00125%	Actual/360	None	N/A	Yes	No	 
	10	10	GACC	30
    Hudson Yards	6	105,106	0.00125%	0.00125%	Actual/360	None	N/A	Yes	No	310,000,000
    B Note
	11	11	GACC	Beverly
    Hills BMW	6	130,125	0.00125%	0.00125%	Actual/360	None	N/A	Yes	No	 
	12	12	JPMCB	3
    Columbus Circle	11	124,011	0.00125%	0.00250%	Actual/360	None	N/A	Yes	No	105,000,000
    B Notes
	13	13	CREFI	Ensemble	6	114,557	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	14	14	GACC	Woodlands
    Mall	1	107,878	0.00125%	0.00125%	Actual/360	None	N/A	Yes	No	177,400,000
    B Note; 39,503,446 Mezzanine
	15	15	CREFI	Northpoint
    Tower	6	69,705	0.00125%	0.01000%	Actual/360	None	N/A	Yes	Yes	 
	16	16	CREFI	Dearborn
    IHG Portfolio	6	117,524	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	16.01	16.01	CREFI	Staybridge
    Suites Dearborn	 	 	 	 	 	 	 	 	No	 
	16.02	16.02	CREFI	Holiday
    Inn Express Dearborn	 	 	 	 	 	 	 	 	No	 
	17	17	JPMCB	SkyEast	5	80,794	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	18	18	CREFI	951
    Madison Street	6	64,684	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	19	19	JPMCB	Canyon
    Corporate Center	1	57,709	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	20	20	CREFI	Philadelphia
    Metro Storage Portfolio	6	79,964	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	20.01	20.01	CREFI	Metro
    Self Storage - Pennsauken Township	 	 	 	 	 	 	 	 	No	 
	20.02	20.02	CREFI	Metro
    Self Storage - Philadelphia	 	 	 	 	 	 	 	 	No	 
	21	21	JPMCB	Delta
    Hotels Chesapeake Norfolk	1	80,955	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	22	22	JPMCB	Concord
    Center	1	72,739	0.00125%	0.05000%	Actual/360	None	N/A	No	No	 
	23	23	JPMCB	Gramercy
    Tavern	1	54,412	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	24	24	JPMCB	Hampton
    Inn & Suites Knoxville	1	69,207	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	25	25	JPMCB	SpringHill
    Suites Ashburn-Dulles North	1	69,629	0.00125%	0.00125%	Actual/360	None	N/A	No	No	3,000,000
    Mezzanine Debt
	26	26	JPMCB	Fern
    Marketplace	1	54,391	0.00125%	0.03000%	Actual/360	None	N/A	No	No	3,000,000
    Mezzanine Debt
	27	27	JPMCB	Scottsdale
    Crossing	1	54,274	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	28	28	CREFI	Tradecor
    Retail Portfolio	6	33,481	0.00125%	0.03125%	Actual/360	None	N/A	No	No	 
	28.01	28.01	CREFI	Bell
    Rd & Litchfield Rd	 	 	 	 	 	 	 	 	No	 
	28.02	28.02	CREFI	Power
    Rd & US 60	 	 	 	 	 	 	 	 	No	 
	28.03	28.03	CREFI	Bullard
    Ave & McDowell Rd	 	 	 	 	 	 	 	 	No	 
	28.04	28.04	CREFI	Pebble
    Creek Parkway & McDowell Rd	 	 	 	 	 	 	 	 	No	 
	29	29	GACC	Hotel
    Indigo Birmingham	6	51,440	0.00125%	0.00125%	Actual/360	None	N/A	No	Yes	 
	30	30	CREFI	The
    BC Remedy Building	6	58,065	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	31	31	JPMCB	Courtyard
    Warner Robins	1	55,090	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	32	32	CREFI	Two
    Guys Commons	6	46,167	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	33	33	JPMCB	47
    Clinton Street	1	39,922	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	34	34	JPMCB	TownePlace
    Suites Albany	1	44,072	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	35	35	CREFI	Holiday
    Inn Express and Suites Los Alamos	6	36,743	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	36	36	CREFI	Double
    Door	6	27,882	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	37	37	CREFI	Albertsons
    Corinth	6	19,181	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	38	38	CREFI	2975
    Breckinridge Boulevard	6	24,537	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 
	39	39	CREFI	JJL
    Retail Portfolio	6	14,154	0.00125%	0.05125%	Actual/360	None	N/A	No	No	 
	39.01	39.01	CREFI	Palm
    Desert	 	 	 	 	 	 	 	 	No	 
	39.02	39.02	CREFI	Lake
    Elsinore	 	 	 	 	 	 	 	 	No	 
	40	40	JPMCB	738
    East 6th Street	5	13,645	0.00125%	0.00125%	Actual/360	None	N/A	No	No	 




     


    	 



    





 


EXHIBIT
C-1


 


FORM
OF TRANSFEREE AFFIDAVIT


 


AFFIDAVIT
PURSUANT TO

SECTION 860E(e)(4) OF THE

INTERNAL REVENUE CODE OF

1986, AS AMENDED


 





	STATE
OF NEW YORK	)
	 	)        ss:
	COUNTY OF NEW YORK 	)




 


                                                    ,
being first duly sworn, deposes and says:


 


1.              That
he/she is a __________________ of __________________ (the “Purchaser”), a duly organized and existing
under the laws of the State of on behalf of __________________ which he/she makes this affidavit.


 


2.              That
the Purchaser’s Taxpayer Identification Number is __________________.


 


3.              That
the Purchaser of the Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13, Class R
(the “Class R Certificate”) is a Permitted Transferee (as defined in Article I of the Pooling and Servicing
Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between Deutsche Mortgage &
Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
CWCapital Asset Management LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations
reviewer, and Wells Fargo Bank, National Association, as trustee, as certificate administrator, as paying agent and as custodian,
or is acquiring the Class R Certificate for the account of, or as agent (including as a broker, nominee, or other middleman) for,
a Permitted Transferee and has received from such person or entity an affidavit substantially in the form of this affidavit.


 


4.              That
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 Certificate as they become due.


 


5.              That
the Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flow
generated by the Class R Certificate.


 


6.              That
the Purchaser will not transfer the Class R Certificate to any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit or as to which the Purchaser has actual knowledge that the requirements set forth
in paragraph 3, paragraph 4 or paragraph 7 hereof are not satisfied or that the Purchaser has reason to know does not satisfy
the requirements set forth in paragraph 4 hereof.


 






    C-1-1


     


    

 


7.              That
the Purchaser is not a Disqualified Non-U.S. Tax Person and is not purchasing the Class R Certificate for the account of, or as
an agent (including as a broker, nominee or other middleman) for, a Disqualified Non-U.S. Tax Person and is otherwise a Permitted
Transferee.


 


8.              That
the Purchaser agrees to such amendments of the Pooling and Servicing Agreement as may be required to further effectuate the restrictions
on transfer of the Class R Certificate to a “disqualified organization,” an agent thereof, or a person that does not
satisfy the requirements of paragraph 4, paragraph 7 and paragraph 11 hereof.


 


9.              That
the Purchaser, pursuant to Section 4.04 of the Pooling and Servicing Agreement, agrees to the designation of the Certificate Administrator
as the “partnership representative” (within the meaning of Code Section 6223) of each Trust REMIC.


 


10.            The
Purchaser agrees to be bound by and to abide by the provisions of Section 5.02 of the Pooling and Servicing Agreement concerning
registration of the transfer and exchange of the Class R Certificate.


 


11.            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.


 


12.            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 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 Code Section
11(b) (but the tax rate in Code Section 55(b)(1)(B) may be used in lieu of the highest rate specified in Code Section 11(b) if
the Purchaser has been subject to the alternative minimum tax under Code Section 55 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 Code Section 1274(d) 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 Section 1.860E-1(c)(5) and (6) and, accordingly,


 






    C-1-2


     


    

 


(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 U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Section 1.860E-1(c)(4)(i), (ii) and
(iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations; 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.


 


Capitalized
terms used but not defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on its behalf by its __________________ this ______
day of _____________, 20 ___.


 





	 	[The
Purchaser]

	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


 










    C-1-3


     


    

 


Personally
appeared before me the above named __________________, known or proved to me to be the same person who executed the foregoing instrument and to
be the of the Purchaser, and acknowledged to me that he/she executed the same as his/her free act and deed and the free act and
deed of the Purchaser.


 


Subscribed
and sworn before me this _____ day of ________, 20__ .








	 	 	 
	 	 
	NOTARY PUBLIC	 
	 	 
	COUNTY OF	 	 
	STATE OF	 	 	 
	 	 	 	 








My
commission expires the           day of                                 ,
20          .


 




    C-1-4


     


    

 


EXHIBIT
C-2


 


FORM
OF TRANSFEROR LETTER


 


[Date]


 




Wells Fargo Bank, National Association


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479





Attention:
CTS – Certificate Transfers Benchmark 2019-B13 Mortgage Trust


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B13, Class R



 


Ladies
and Gentlemen:


 


[Transferor]
has reviewed the attached affidavit of [Transferee], and has no actual knowledge that such affidavit is not true or that [Transferee]
is not a Permitted Transferee (as defined in the Pooling and Servicing Agreement defined in the attached affidavit) and has no
actual knowledge or reason to know that the information contained in the attached affidavit is not true. No purpose of [Transferor]
relating to the transfer of the Class R Certificate by [Transferor] to [Transferee] is or will be to impede the assessment of
any tax.


 





	 	Very
truly yours,

	 	 
	 	[Transferor]
	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:



  




    C-2-1


     


    

 


EXHIBIT
C-3


 


FORM
OF TRANSFEREE Certificate for TRANSFERS OF HRR CERTIFICATES


 


[Date]


 


	Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

        Attention:
        Risk Retention Custody – BMARK 2019-B13

         

        with
        a copy to:

         

        riskretentioncustody@wellsfargo.com

         

	German
                                         American Capital Corporation

                                         60 Wall Street

                                         New York, New York 10005

                                         Attention: Lainie Kaye

         

	Deutsche
Mortgage & Asset Receiving Corporation

        60
Wall Street

        New
York, New York 10005

        Attention:
        Lainie Kaye

         

        with
        a copy via email to:

         

        cmbs.requests@db.com

         



		Re:	Benchmark
                                         2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
                                         between Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Midland Loan
                                         Services, a Division of PNC Bank, National Association, as Master Servicer, CWCapital
                                         Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC , as Operating
                                         Advisor and as Asset Representations Reviewer, and Wells Fargo Bank, National Association,
                                         as Trustee, as Certificate Administrator, as Paying Agent and as Custodian. 



 


Ladies
and Gentlemen:


 



    C-3-1


     


    

 





[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that:


 


		1.	The
                                         Purchaser is acquiring (the “Transfer”) $[_____] aggregate Certificate
                                         Balance of the Class [G-RR][H-RR] Certificates from [_____] (the “Transferor”).



 


		2.	The
                                         Purchaser is aware that the Certificate Registrar will not register any transfer of any
                                         portion of the HRR Certificates by the Transferor unless the Purchaser, or such Purchaser’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.	The
                                         Transfer is in compliance with any applicable credit risk retention agreement in effect
                                         between the Retaining Sponsor and the Transferor (the “Risk Retention Agreement”).



 


		4.	Check
                                         one of the following:



 


☐
          The Purchaser certifies, represents and warrants to each of the addressees hereto that:


 


		A.	It
                                         is a “majority-owned affiliate”, as such term is defined in the Risk Retention
                                         Rule, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	It
                                         is not acquiring the HRR Certificates 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 HRR Certificates, it will remain a Majority-Owned Affiliate.



 


		C.	It
                                         will deliver a joinder agreement substantially in the form attached to the Risk Retention
                                         Agreement pursuant to which it has agreed to be bound by the terms of the Risk Retention
                                         Agreement to the same extent as if it was the Transferor itself.



 


☐
            The Transfer will occur on and after the fifth anniversary of the Closing Date, and
the Purchaser certifies, represents and warrants to each of the addressees hereto that:


 


		A.	It
                                         will execute and deliver to the Retaining Sponsor a new credit risk retention agreement
                                         in accordance with the Risk Retention Agreement.



 


		B.	If
                                         required by the Retaining Sponsor, an affiliate of the Purchaser will execute and deliver
                                         a guaranty, if required under the Risk Retention Agreement.



 


		C.	It
will comply with any additional requirements and satisfy any additional conditions set forth under the Risk Retention Agreement




 






    C-3-2


     


    

 





			applicable
to the Transfer and the Purchaser as a subsequent Third Party Purchaser.



 


☐
       The Transfer will occur after the termination of the Retained 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__.


 





	 	[TRANSFEROR]

	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


 



GERMAN
AMERICAN CAPITAL CORPORATION


 


	By:	     	 
	 	Name:	 
	 	Title:	 




 





	By:	     	 
	 	Name:	 
	 	Title:	 


 


[Medallion
Stamp Guarantee]


 









    C-3-3


     


    

 


EXHIBIT
C-4


 


FORM
OF TRANSFEROR Certificate for TransferS of

HRR Certificates


 


[Date]


 


	Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

        Attention:
        Risk Retention Custody – BMARK 2019-B13

         

        with
        a copy to:

         

        riskretentioncustody@wellsfargo.com

         

	German
                                         American Capital Corporation

                                         60 Wall Street

                                         New York, New York 10005

                                         Attention: Lainie Kaye

         

	Deutsche
Mortgage & Asset Receiving Corporation 

        60
Wall Street 

        New
York, New York 10005 

        Attention:
        Lainie Kaye

         

        with
        a copy via email to:

         

        cmbs.requests@db.com

         



 


Re:       
Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13 (the “Certificates”)







 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer (the “Transfer”) by [______] (the “Transferor”)
to [______] (the “Transferee”) of [$[_____] aggregate Certificate Balance of the Class [G-RR][H-RR] Certificates].


 


The
Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and
Servicing Agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Park Bridge
Lender Services LLC, as operating advisor and as asset representations reviewer, and Wells Fargo Bank, National Association, as
trustee, as certificate


 



    C-4-1


     


    

 


administrator, as paying agent and as custodian. 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, in your respective capacities as Certificate Registrar, Retaining Sponsor and Depositor, that:


 


		1.	The
                                         Transfer is in compliance with any applicable credit risk retention agreement in effect
                                         between the Retaining Sponsor and the Transferor (the “Risk Retention Agreement”)
                                         and the Pooling and Servicing Agreement.



 


		2.	Check
                                         one of the following:



 


☐
            The Transferor certifies, represents and warrants to you that:


 


		A.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in the
                                         Risk Retention Rule, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	The
                                         Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
                                         to transfers by the Transferor to a Majority-Owned Affiliate.



 


☐
              The Transfer will occur on and after the fifth anniversary of the Closing Date, and
the Transferor certifies, represents and warrants to you that:


 


		A.	The
                                         Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
                                         to transfers by the Transferor to subsequent Third Party Purchasers.



 


☐
              The Transfer will occur after the termination of the Retained Interest Transfer Restriction
Period.


 


		3.	The
                                         Transferor certifies, represents and warrants to you that the Transferor has provided
                                         notice of the Transfer to the Retaining Sponsor and [check one of the following]:



 


☐
            The Retaining Sponsor has consented to the Transfer, a copy of which is attached hereto.


 


☐
            At least ten (10) Business Days have passed since the Retaining Sponsor’s receipt
of such written notice, and the Retaining Sponsor has not responded to the Transferor.


 


		4.	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 C-3. 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__.


 






    C-4-2


     


    

 





	 	[TRANSFEROR]

	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


  


GERMAN
AMERICAN CAPITAL CORPORATION


 


	By:	     	 
	 	Name:	 
	 	Title:	 


 





	By:	     	 
	 	Name:	 
	 	Title:	 



 



[Medallion
Stamp Guarantee] 





 






    C-4-3


     


    

 


EXHIBIT
C-5


 


FORM
OF TRANSFEREE Certificate for TRANSFERS OF THE VRR INTEREST CERTIFICATES


 


[Date]


 


	Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

        Attention:
        Risk Retention Custody – BMARK 2019-B13

         

        with
        a copy to:

         

        riskretentioncustody@wellsfargo.com

         

	German
                                         American Capital Corporation

                                         60 Wall Street

                                         New York, New York 10005

                                         Attention: Lainie Kaye

         

	Deutsche
Mortgage & Asset Receiving Corporation 

        60
Wall Street 

        New
York, New York 10005 

        Attention:
        Lainie Kaye

         

        with
        a copy via email to:

         

        cmbs.requests@db.com

         



		Re:	Benchmark
                                         2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
                                         between Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Midland Loan
                                         Services, a Division of PNC Bank, National Association, as Master Servicer, CWCapital
                                         Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC , as Operating
                                         Advisor and as Asset Representations Reviewer, and Wells Fargo Bank, National Association,
                                         as Trustee, as Certificate Administrator, as Paying Agent and as Custodian.



 


Ladies
and Gentlemen:


 






    C-5-1


     


    

 


[_____]
(the “Purchaser”) hereby 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 VRR Interest (the “Transferred Interest”)]



 


		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.	The
                                         Purchaser is not and will not become (a) an employee benefit plan or other retirement
                                         arrangement, including an individual retirement account or a Keogh plan, which is subject
                                         to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
                                         or to Code Section 4975, or a governmental plan, as defined in Section 3(32) of ERISA,
                                         or other plan subject to any federal, state or local law (“Similar Law”)
                                         which is to a material extent similar to the fiduciary responsibility provisions of ERISA
                                         or to Section 4975 of the Code (each, a “Plan”), or (b) a collective
                                         investment fund whose underlying assets include Plan assets by reason of a Plan’s
                                         investment in the collective investment fund (pursuant to U.S. Department of Labor Regulation
                                         Section 2510.3-101, as modified by Section 3(42) of ERISA, or Similar Law), an insurance
                                         company using assets of separate accounts or general accounts which are deemed pursuant
                                         to ERISA or any Similar Law to include assets of Plans, or other person acting on behalf
                                         of any such Plan or using the assets of any such Plan.



 


		4.	Check
                                         one of the following:



 


☐             The
Purchaser certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor
and Depositor, that the transfer will occur during the Transfer Restriction Period and that:


 


		A.	The
                                         Purchaser is a “majority-owned affiliate”, as such term is defined in the
                                         Risk Retention Rule, 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 (or until the end of the Transfer Restriction
                                         Period, if earlier), it will remain a Majority-Owned Affiliate.



 


		C.	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 the
                                         Risk Retention Rule.



 






    C-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 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:


 






    C-5-3


     


    








 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[APPLICABLE
RETAINING PARTY]


 





	By:	     	 
	 	Name:	 
	 	Title:	 


 



[Medallion
Stamp Guarantee]


 


GERMAN
AMERICAN CAPITAL CORPORATION


 





	By:	     	 
	 	Name:	 
	 	Title:	 


 





	By:	     	 
	 	Name:	 
	 	Title:	 


 

[Medallion
Stamp Guarantee]


 


DEUTSCHE
MORTGAGE & ASSET RECEIVING CORPORATION


 





	By:	     	 
	 	Name:	 
	 	Title:	 


 






    C-5-4


     


    

 





	By:	     	 
	 	Name:	 
	 	Title:	 


  


[Medallion
Stamp Guarantee]


 









    C-5-5


     


    

 


EXHIBIT
C-6


 


FORM
OF TRANSFEROR Certificate for TransferS of

THE VRR INTEREST CERTIFICATES


 


[Date]


 


	Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045 

        Attention:
        Risk Retention Custody – BMARK 2019-B13

         

        with
        a copy to:

         

        riskretentioncustody@wellsfargo.com

         

	German
                                         American Capital Corporation

                                         60 Wall Street

                                         New York, New York 10005

                                         Attention: Lainie Kaye

         

	Deutsche
Mortgage & Asset Receiving Corporation 

        60
Wall Street 

        New
York, New York 10005 

        Attention:
        Lainie Kaye

         

        with
        a copy via email to:

         

        cmbs.requests@db.com

         



Re:
       Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2019-B13 (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 VRR Interest (the “Transferred Interest”)]


 


The
Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and
Servicing Agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer and special servicer, Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer, and Wells Fargo Bank, National Association, as trustee, as certificate administrator,
as paying agent and as custodian.


 



    C-6-1


     


    

 


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, in your respective
capacities as Certificate Registrar, Retaining Sponsor and Depositor, that:


 


		1.	The
                                         transfer is in compliance with Sections 5.01 and 5.02 of the Pooling and Servicing Agreement.



 


		2.	Check
                                         one of the following:



 


		☐	The
                                         Transferor certifies, represents and warrants to you that the transfer will occur during
                                         the Transfer Restriction Period and that:



 


		A.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in the
                                         Risk Retention Rule, of the Transferor.



 


		B.	To
                                         the Transferor’s knowledge, the Transferee is not acquiring the Transferred Interest
                                         as a nominee, trustee or agent for any person that is not a “majority-owned affiliate”,
                                         as such term is defined in the Risk Retention Rule, of the Transferor, and that for so
                                         long as it retains its interest in the Transferred Interest, it will remain a “majority-owned
                                         affiliate”, as such term is defined in the Risk Retention Rule, of the Transferor.



 


		☐	The
                                         Transferor certifies, represents and warrants to you that the transfer will occur after
                                         the termination of the 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 C-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__.


 





	 	[TRANSFEROR]

	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


 



The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 






    C-6-2


     


    

 


[APPLICABLE
RETAINING PARTY]


 





	By:	     	 
	 	Name:	 
	 	Title:	 


 

[Medallion
Stamp Guarantee]


 


GERMAN
AMERICAN CAPITAL CORPORATION


 





	By:	     	 
	 	Name:	 
	 	Title:	 


 





	By:	     	 
	 	Name:	 
	 	Title:	 


 



[Medallion
Stamp Guarantee]


 


DEUTSCHE
MORTGAGE & ASSET RECEIVING CORPORATION


 





	By:	     	 
	 	Name:	 
	 	Title:	 


 





	By:	     	 
	 	Name:	 
	 	Title:	 






[Medallion
Stamp Guarantee] 


 






    C-6-3


     


    







 


EXHIBIT
D-1


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


Wells
Fargo Bank, National Association 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
CTS – Certificate Transfers Benchmark 2019-B13 Mortgage Trust


 


Deutsche
Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy via email to:


 


cmbs.requests@db.com


 


		Re:	Transfer
                                         of Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B13: Class [     ] 



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.02 of the Pooling and Servicing Agreement dated as of October 1, 2019 (the “Pooling
and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer,
Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, and Wells Fargo Bank, National Association,
as trustee, as certificate administrator, as paying agent and as custodian, on behalf of the holders of Benchmark 2019-B13 Mortgage
Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”) with respect to the transfer by [__________]
(the “Seller”) to the undersigned (the “Purchaser”) of [$_____ aggregate Certificate Balance][_____%
Percentage Interest] of Class [_____] Certificates, in certificated fully registered form (such registered interest, the “Certificate”).
Terms used but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


[For
Institutional Accredited Investors only] 1. The Purchaser is an institutional “accredited investor” within the meaning
of Rule 501 (a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), or an entity in which all of the equity owners are such accredited investors (an “Institutional Accredited
Investor”), and has such knowledge and experience in financial and business matters as to be capable of


 



    D-1-1


     


    

 


evaluating the
merits and risks of the investment in the Certificate, and the Purchaser and any accounts for which the Purchaser is acting are
each able to bear the economic risk of the investment. The Purchaser is acquiring the Certificate for its own account or for one
or more accounts (each of which is an Institutional Accredited Investor) as to each of which the Purchaser exercises sole investment
discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.


 


[For
Qualified Institutional Buyers only] 1. The Purchaser is a “qualified institutional buyer” within the meaning of Rule
144A (“Rule 144A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
The Purchaser is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to
obtain the information required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.


 


		2.	The
                                         Purchaser’s intention is to acquire the Certificate (a) for investment for the
                                         Purchaser’s own account or (b) for reoffer, resale, pledge or other transfer to
                                         (i) “qualified institutional buyers” within the meaning of, and in transactions
                                         complying with, Rule 144A promulgated under the Securities Act, (ii) entities qualifying
                                         as “accredited investors” within the meaning of Rule 501(a)(1), (2), (3)
                                         or (7) of Regulation D promulgated under the Securities Act, or any entity in which all
                                         of the equity owners are such accredited investors, or (iii) pursuant to any other exemption
                                         from the registration requirements of the Securities Act, subject in the case of this
                                         clause (iii) to (a) the receipt by the Certificate Registrar of a letter substantially
                                         in the form hereof, (b) the receipt by the Certificate Registrar of an opinion of counsel
                                         acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer
                                         is in compliance with the Securities Act, (c) the receipt by the Certificate Registrar
                                         of such other evidence acceptable to the Certificate Registrar that such reoffer, resale,
                                         pledge or transfer is in compliance with the Securities Act and other applicable laws
                                         (including applicable state and foreign securities laws), and (d) a written undertaking
                                         to reimburse the Trust for any costs incurred by it in connection with the proposed transfer.
                                         It understands that the Certificate (and any subsequent Certificate) has not been registered
                                         under the Securities Act, by reason of a specified exemption from the registration provisions
                                         of the Securities Act which depends upon, among other things, the bona fide nature of
                                         the Purchaser’s investment intent (or intent to resell to only certain investors
                                         in certain exempted transactions) as expressed herein.



 


		3.	The
                                         Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or
                                         exchange thereof) has not been registered or qualified under the Securities Act or the
                                         securities laws of any State or any other jurisdiction, and that the Certificate cannot
                                         be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified
                                         thereunder or unless an exemption from such registration or qualification is available.



 


		4.	The
                                         Purchaser has reviewed the applicable Private Placement Memorandum dated September 23,
                                         2019, relating to the Certificates (the “Private Placement Memorandum”)
                                         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 Private Placement Memorandum.



 






    D-1-2


     


    

 


		5.	The
                                         Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and
                                         Servicing Agreement in its capacity as an owner of a Certificate or Certificates, as
                                         the case may be (each, a “Certificateholder”), in all respects as
                                         if it were a signatory thereto. This undertaking is made for the benefit of the Trust,
                                         the Trustee, the Certificate Administrator, the Certificate Registrar and all Certificateholders
                                         present and future.



 


		6.	The
                                         Purchaser will not sell or otherwise transfer any portion of the Certificate, except
                                         in compliance with Section 5.02 of the Pooling and Servicing Agreement.



 


		7.	Check
                                         one of the following:



 


		☐	The
                                         Purchaser is a “U.S. Tax Person” (as defined below) and it has attached hereto
                                         an Internal Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The
                                         Purchaser is not a “U.S. Tax Person” (as defined below) and under applicable
                                         law in effect on the date hereof, no taxes will be required to be withheld by the Certificate
                                         Registrar (or its agent) with respect to distributions to be made on the Certificate(s).
                                         The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E
                                         (or successor form), which identifies such Purchaser as the beneficial owner of the Certificate(s)
                                         and states that such Purchaser is not a U.S. Tax Person, (ii) two duly executed copies
                                         of IRS Form W-8IMY (and all appropriate attachments) or (iii)]* two duly executed copies
                                         of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial
                                         owner of the Certificate(s) and state that interest and original issue discount on the
                                         Certificate(s) is, or is expected to be, effectively connected with a U.S. trade or business.
                                         The Purchaser agrees to provide to the Certificate Registrar updated [IRS Forms W-8BEN,
                                         IRS Forms W-8BEN-E, IRS Forms W-8IMY or]* IRS Forms W-8ECI[, as the case may be]*, any
                                         applicable successor IRS forms, or such other certifications as the Certificate Registrar
                                         may reasonably request, on or before the date that any such IRS form or certification
                                         expires or becomes obsolete, or promptly after the occurrence of any event requiring
                                         a change in the most recent IRS form of certification furnished by it to the Certificate
                                         Registrar.



 


For
purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation,
partnership (except to the extent provided in applicable Treasury Regulations), or other entity created or organized in or under
the laws of the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or
partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration
of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or,
to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to
be treated as U.S. Tax Persons).


 






    D-1-3


     


    

 


Please
make all payments due on the Certificates: **


 


(a)       by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 


	Account
number:	 
	 	 
	Institution:	 


 


(b)       by
mailing a check or draft to the following address:


 





	 
	 
	 



 


 





	 	Very
truly yours,

	 	 
	 	[Purchaser]
	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:






 


Dated:
 ________________, 20___


 





 



 





*       Delete
for Class R.


 


**     Only
to be filled out by Purchasers of Individual Certificates. Please select (a) or (b). 




 












    D-1-4


     


    

 


EXHIBIT
D-2


 


FORM
OF ERISA REPRESENTATION LETTER


 


[Date]


 


Wells
Fargo Bank, National Association


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention:
CTS – Certificate Transfers Benchmark 2019-B13 Mortgage Trust


 



Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy via email to:


 


cmbs.requests@db.com


 


		Re:	Benchmark
                                         2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13,
                                         Class [ ] 



 


Ladies
and Gentlemen:



 


_______________
(the “Purchaser”) intends to purchase from _______________ (the “Seller”) [$_____ initial
Certificate Balance][$_____ initial Notional Amount][ or _____% Percentage Interest] of Benchmark 2019-B13 Mortgage Trust Commercial
Mortgage Pass-Through Certificates, Class [_____], CUSIP No. _____ (the “Certificates”), issued pursuant
to the Pooling and Servicing Agreement dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer, and Wells Fargo Bank, National Association, as trustee, as certificate administrator,
as paying agent and as custodian. All capitalized terms used herein and not otherwise defined shall have the meaning set forth
in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor,
the Certificate Administrator, the Certificate Registrar and the Trustee that:


 


The
Purchaser is not and will not become (a) an employee benefit plan or other retirement arrangement, including an individual retirement
account or a Keogh plan, which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
or to Code Section 4975, or a governmental plan, as defined in Section 3(32) of ERISA, or other plan subject to any federal, state
or local law (“Similar Law”) which is to a material extent similar to the fiduciary responsibility provisions
of ERISA or to Section 4975 of the Code (each, a “Plan”), or (b) a


 



    D-2-1


     


    

 


collective investment fund whose underlying
assets include Plan assets by reason of a Plan’s investment in the collective investment fund (pursuant to U.S. Department
of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, or Similar Law), an insurance company using assets
of separate accounts or general accounts which are deemed pursuant to ERISA or any Similar Law to include assets of Plans, or
other person acting on behalf of any such Plan or using the assets of any such Plan, other than (except in the case of the Class
R Certificates and the VRR Interest) an insurance company using the assets of its general account under circumstances whereby
such purchase and the subsequent holding of such Certificate by such insurance company would be exempt from the prohibited transaction
provisions of Section 406 and 407 of ERISA and Code Section 4975 under Sections I and III of PTCE 95-60, or, in the case of a
Plan subject to Similar Law, the acquisition, holding and disposition of such Certificate will not constitute a non-exempt violation
exemption under Similar Law.


 


The
Purchaser understands that if the Purchaser is a person referred to in clause (a) or (b) above, except in the case of the Class
R Certificates and the VRR Interest, which may not be transferred unless the transferee represents it is not such a person, such
Purchaser is required to provide to the Certificate Registrar any Opinions of Counsel, officers’ certificates or agreements
as may be required by such persons, and which establishes to the satisfaction of the Depositor, the Certificate Administrator
and the Certificate Registrar that the purchase and holding of the Certificates by or on behalf of a Plan will not constitute
or result in a non-exempt prohibited transaction within the meaning of Section 406 and Section 407 of ERISA or Code Section 4975
or any corresponding provision of any Similar Law, and will not subject the Depositor, the Certificate Administrator, the Trustee,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers,
the Underwriters or the Certificate Registrar to any obligation or liability (including obligations or liabilities under ERISA,
Code Section 4975 or Similar Law), which Opinions of Counsel, officers’ certificates or agreements shall not be at the expense
of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor, the Certificate Administrator, the Trustee,
the Asset Representations Reviewer, the Initial Purchasers, the Underwriters, the Trust or the Certificate Registrar.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on this ___ day of ___, 20___.


 





	 	Very
truly yours,

	 	 
	 	[Purchaser]
	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


 






    D-2-2


     


    

 






EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE


 


[Date]


 




Wells Fargo Bank, National Association 


1055
10th Avenue SE

Minneapolis, Minnesota 55414 


Attention:
Document Custody Group – Benchmark 2019-B13 Mortgage Trust


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B13 



 


Dear
__________________:


 


In
connection with the administration of the Mortgage Files held by, or on behalf of, you as Custodian under the Pooling and Servicing
Agreement, the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by you
as Custodian with respect to the following described Mortgage Loan for the reason indicated below:


 


	Mortgagor’s Name:	 
	 	 	 
	Address:	 	 
	 	 	 
	Asset No.:	 	 
	 	 	 




If
only particular documents in the Mortgage File are requested, please specify which:


 


Reason
for requesting file (or portion thereof):


 


	 	—–	1.	Mortgage
                                         Loan paid in full. Such [Master Servicer] [Special Servicer][Other Servicer][Other Special
                                         Servicer] hereby certifies that all amounts received in connection with the Mortgage
                                         Loan have been or will be, following such [Master Servicer’s] [Special Servicer’s]
                                         [Other Servicer’s][Other Special Servicer’s] release of the Mortgage File,
                                         credited to the Collection Account pursuant to the Pooling and Servicing Agreement.



 


	 	—–	2.	The
                                         Mortgage Loan is being foreclosed.



 


	 	—–	3.	Other.
                                         (Describe)



 


The
undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance
with the provisions of the


 



    E-1


     


    

 


[Pooling and Servicing Agreement][Other Pooling and Servicing Agreement] and will be returned to you
or your designee within ten (10) days of our receipt thereof, unless [the [Other Servicer][Other Special Servicer] requires such
Mortgage File pursuant to the applicable Intercreditor Agreement or Other Pooling and Servicing Agreement.][the Mortgage Loan
has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us
permanently, or unless the Mortgage Loan is being foreclosed,] in which case the Mortgage File (or such portion thereof) will
be returned when no longer required by us for such purpose.


 


Capitalized
terms used but not defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.


 





	 	[MASTER
SERVICER][SPECIAL SERVICER][OTHER SERVICER][OTHER SPECIAL SERVICER]

	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


 










    E-2


     


    

 


EXHIBIT
F


 


SECURITIES
LEGEND


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL
INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(“QUALIFIED INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL
BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A, (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN,
AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1
TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 




    F-1


     


    

 


EXHIBIT
G


 


FORM
OF REGULATION S TRANSFER CERTIFICATE


 


Wells
Fargo Bank, National Association


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479 


Attention:
CTS – Certificate Transfers Benchmark 2019-B13 Mortgage Trust


 


		Re:	Transfer
                                         of Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B13, Class [       ] 



 


Ladies
and Gentlemen:


 


This
certificate is delivered pursuant to Section 5.02 of the Pooling and Servicing Agreement, dated as of October 1, 2019 (the
“Pooling and Servicing Agreement”), and executed in connection with the above referenced transaction, on
behalf of the holders of the Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass Through Certificates, Series
2019-B13, Class [_] (the “Certificates”) in connection with the transfer by the undersigned (the
“Transferor”) to ____________ (the “Transferee”) of $___________ Certificate Balance of
Certificates, in fully registered form (each, an “Individual Certificate”), or a beneficial interest of
such aggregate Certificate Balance in the Regulation S Global Certificate (the “Global
Certificate”) maintained by The Depository Trust Company or its successor as Depositary under the Pooling and
Servicing Agreement (such transferred interest, in either form, being the “Transferred
Interest”).


 


In
connection with such transfer, the Transferor does hereby certify that such transfer has been effected in accordance with the
transfer restrictions set forth in the Pooling and Servicing Agreement and the Certificates and (i) with respect to transfers
made in accordance with Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended
(the “Securities Act”), the Transferor does hereby certify that:


 


(1)       the
offer of the Transferred Interest was not made to a person in the United States;


 


[(2)      at
the time the buy order was originated, the Transferee was an institution that was outside the United States or the Transferor
and any person acting on its behalf reasonably believed that the Transferee was an institution that was outside the United States;]*


 


[(2)      the
transaction was executed with a Transferee that was an institution or reasonably believed to be an institution by the Transferor
or anyone acting on its behalf in, on or


 





 



 





* Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


  



    G-1


     


    

 


through the facilities of a designated offshore securities market and neither there undersigned
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]*


 


(3)       no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


or
(ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that
the Certificates that are being transferred are not “restricted securities” as defined in Rule 144 under the Securities
Act.


 


This
certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator,
the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer.


 





	 	[Insert
                                         Name of Transferor]

	 	 	 
	 	By:`	 
	 	 	Name:
	 	 	Title:


 



Dated:
________________, 20__


 






    G-2


     


    

 





EXHIBIT
H


 


FORM
OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE DURING THE RESTRICTED PERIOD


 


(Exchanges
or transfers pursuant to Section 5.02(c)(ii)(A) of 

the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479





Attention:
CTS – Certificate Transfers Benchmark 2019-B13 Mortgage Trust


 


		Re:	Transfer
                                         of Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B13, Class [    ] 



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. 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 of Certificates (the “Certificates”) which are held in
the form of Rule 144A Global Certificate (CUSIP No. ________) with the Depository in the name of [insert name of transferor] (the “Transferor”).
The Transferor has requested a transfer of such beneficial interest for an interest in the Regulation S Global Certificate (CUSIP
No.________) to be held with [Euroclear] [Clearstream]* (Common Code) through the Depositary.


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such transfer has been
effected in accordance with the Transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in
accordance with 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,


 


[(2)      at
the time the buy order was originated, the transferee was an institution that was outside the United States or the Transferor
and any persons acting on its behalf reasonably believed that the Transferee was outside the United States,]**


 





 



 





* Select
appropriate depository.


 


** Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    H-1


     


    

 







[(2)      the
transaction was executed with a Transferee that was an institution or reasonably believed to be an institution by the Transferor
or anyone acting on its behalf in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)       no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


This
certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator,
the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer.


 





	 	[Insert
Name of Transferor]

	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


 



Dated:
________________, 20__


 






    H-2


     


    

 





EXHIBIT
I


 


FORM
OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE AFTER THE RESTRICTED PERIOD


 


(Exchange
or transfers pursuant to

Section 5.02(c)(ii)(B) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
CTS – Certificate Transfer Services (CMBS) Benchmark 2019-B13 Mortgage Trust


 


		Re:	Transfer
                                         of Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B13, Class [    ] 



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
and executed in connection with the above referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


The
letter relates to U.S. $___________ aggregate Certificate Balance of Certificates (the “Certificates”) which are held
in the form of the Rule 144A Global Certificate (CUSIP No. ___________) with the Depository in the name of [insert name of transferor] (the
“Transferor”). The Transferor has requested a transfer of such beneficial interest in the Certificates for
an interest in the Regulation S Global Certificate (Common Code No. ___________).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such transfer has been
effected in accordance with the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with respect to
transfers made in reliance on 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,


 






    I-1


     


    

 


[(2) at
the time the buy order was originated, the transferee was an institution that was outside the United States or the Transferor
and any person acting on its behalf reasonably believed that the transferee was outside the United States,]*


 


[(2) the
transaction was executed with a Transferee that was an institution or reasonably believed to be an institution by the Transferor
or anyone acting on its behalf in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)       no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;


 


or
(ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that
the Certificates that are being transferred are not “restricted securities” as defined in Rule 144 under the Securities
Act.


 


This
certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator,
the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer.


 





	 	[Insert
Name of Transferor]

	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


 



Dated:
_______________, 20___


 





 



 





*
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 EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL

CERTIFICATE TO RULE 144A GLOBAL CERTIFICATE DURING THE RESTRICTED PERIOD


 


(Exchange
or transfers pursuant to Section 5.02(c)(ii)(C)

of the Pooling and Servicing Agreement)


 




Wells Fargo Bank, National Association





600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention:
CTS – Certificate Transfers Benchmark 2019-B13 Mortgage Trust


 


		Re:	Transfer
                                         of Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B13, Class [     ]	 



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
and executed in connection with the above referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to U.S.
$                     
 aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form of the
Regulation S Global Certificate (CUSIP No.                      
) with [Euroclear] [Clearstream]* (Common Code                      
) through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has
requested a transfer of such beneficial interest in the Certificates for an interest in the Regulation 144A Global
Certificate (CUSIP No.                      
).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being transferred in accordance with (i) the transfer restrictions set forth in the Pooling and Servicing Agreement and (ii) Rule
144A under the Securities Act to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own
account with respect to which the transferee exercises sole investment discretion and the transferee and any such account is “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 an jurisdiction.


 





 



 


*
Select appropriate depositary.


  









    J-1


     


    

 


This
certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator,
the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer.


 


	 	[Insert
Name of Transferor]

	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


 


Dated:
______________, 20__


 




    J-2


     


    

 


EXHIBIT
K


 


FORM
OF DISTRIBUTION DATE STATEMENT


 




    K-1


     


    

 






 


 


	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19




	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION
    DATE STATEMENT	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Table
    of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT
    SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification
    Tables	7 - 9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15 - 16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Realized Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21 - 22	 	 	 
	 	 	 	 	Supplemental Reporting	23	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	Master Servicer	 	 	 	Special Servicer	 	 	 	Asset
    Representations 

Reviewer/Operating Advisor	 	 
	 	 	


Deutsche
Mortgage & Asset Receiving Corporation
60
Wall Street
cmbs.requests@db.com

New York, NY 10005


 

 
 

 

 

 

 

 

Contact:  Helaine M. Kaplan

Phone Number:      (212) 250 5270
	 	 	 	Midland
                                                                                                                     Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street
Building 82, Suite 300
Overland Park, KS 66210

     

                                                                                                                                        

                                                                                                                                        

                                                                                                                                        

                                                                                                                                       Contact:    Heather Wagner
Phone Number:    (913) 253-9570

	 	 	 	CWCapital Asset Management LLC

7501 Wisconsin Ave.

Suite 500 West

Bethesda, MD 20814

                                                                                                                                               

                                                                                                                                               

                                                                                                                                               

                                                                                                                                               

                                                                                                                                              Contact:

                                                                                                                                               

                                                                                                                                              Brian Hanson
	 	 	 	Park Bridge Lender Services LLC
600 Third Avenue,
40th Floor

New York, NY 10016
 

                                                                                                                      

 

 

 

 

                                         Contact:
                                           David Rodgers

                                         Phone Number:    (212) 230 9025
	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo
Bank, N.A. has not independently confirmed the accuracy of the information.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Please visit www.ctslink.com for additional information and if applicable, any special notices
and any credit risk retention notices. In addition, certificateholders may register online for email notification when special
notices are posted. For information or assistance please call 866-846-4526.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  









     Page 2 of 23
K-2


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate
    Distribution Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/
 Additional Trust

    Fund Expenses	Total

    Distribution	Ending

    Balance	Current

     Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-M	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	VRR Interest	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	Original

    Notional
 Amount	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1)
                                         Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of
(i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate
to the designated class and dividing the result by (A).


 


 


 


	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



     Page 3 of 23
K-3


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19








	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate
    Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

                                         Balance
	Principal

                                         Distribution
	Interest

                                         Distribution
	Prepayment

                                         Premium
	Realized
                                         Loss/

                                         Additional Trust

                                         Fund Expenses
	Ending

                                         Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-M	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	VRR Interest	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-F	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






     Page 4 of 23
K-4


     


    

 











	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation
    Detail	 	 
	 	 	Principal
    Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled
    Principal	 	Principal
    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Certificate
    Interest Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual

    Days	 	Accrued

    Certificate

    Interest	 	Net
    Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC
    CAP

    Shortfall	 	Interest
    

    Shortfall/(Excess)	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

    Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-M	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	G-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	H-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	VRR Interest	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





     Page 5 of 23
K-5


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other
    Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount  (1)	 	    0.00	 		 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 		 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 		 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App.
                                         Reduction



	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Controlling
    Class Information	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Controlling Class:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Effective
                                         as of: mm/dd/yyyy



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Directing Holder:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Effective
                                     as of: mm/dd/yyyy



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(1) The Available Distribution Amount includes any Prepayment Premiums and Yield Maintenance Charges.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



     Page 6 of 23
K-6


     


    






 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash
    Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Scheduled Interest	0.00	 	 	 	 	 	 
	 	Interest reductions
    due to Nonrecoverability Determinations	0.00	 	 	Master Servicing Fee
    - Midland Loan Services	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate
    Administrator/Trustee Fee   - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC® Intellectual Property Royalty License Fee	0.00	 	 
	 	ARD Interest	0.00	 	 	Operating Advisor
    Fee   - Park Bridge Lender Services LLC	0.00	 	 
	 	Default Interest
    and Late Payment Charges	0.00	 	 	Asset
    Representations Reviewer Fee   - Park Bridge Lender Services LLC	0.00	 	 
	 	Net Prepayment Interest
Shortfall	0.00	 	 	 	 	 	 
	 	Net Prepayment Interest
    Excess	0.00	 	 	 	 	 	 
	 	Extension Interest	0.00	 	 	Total Fees	 	0.00	 
	 	Interest Reserve
    Withdrawal	0.00	 	 	Additional Trust
    Fund Expenses:	 		 
	 	Total Interest
    Collected	 	0.00	 	Reimbursement for
    Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing
    Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Attorney Fees &
    Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Taxes Imposed on
    Trust Fund	0.00	 	 
	 	Collection of Principal
    after Maturity Date	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Recoveries from
    Liquidation and Insurance Proceeds	0.00	 	 	Workout-Delayed Reimbursement
    Amounts	0.00	 	 
	 	Excess of Prior
    Principal Amounts paid	0.00	 	 	Other Expenses	0.00	 	 
	 	Curtailments	0.00	 	 	Total Additional
    Trust Fund Expenses		0.00	 
	 	Negative Amortization	0.00	 	 				 
	 	Principal Adjustments	0.00	 	 	Interest Reserve
    Deposit	 	0.00	 
	 	Total Principal
    Collected		0.00 	 		 		 
	 	 	 	 	 	 	 	 	 
	 	Other:	 	 	 	Payments to Certificateholders
    & Others:	 	 	 
	 	Prepayment Penalties/Yield
    Maintenance Charges	0.00	 	 	Interest Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Principal Distribution	0.00	 	 
	 	Borrower Option Extension
    Fees	0.00	 	 	Prepayment Penalties/Yield
    Maintenance Charges 	0.00	 	 
	 	Excess Liquidation
    Proceeds	0.00	 	 	Borrower Option Extension
    Fees	0.00	 	 
	 	Net Swap Counterparty
    Payments Received	0.00	 	 	Net Swap Counterparty
    Payments Received	0.00	 	 
	 	Total Other Collected		0.00	 	Total Payments
    to Certificateholders & Others		0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds
    Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



     Page 7 of 23
K-7


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
        Mortgage Loan and Property Stratification Tables

        Aggregate
        Pool
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled
    Balance	 	State
    (3)	 
	 	 	 	 	 
	 	Scheduled
    

    Balance	#
                                         of


        loans

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 	State	#
                                         of


        Props.

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


     Page 8 of 23
K-8


     


    
 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Mortgage Loan and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service Coverage Ratio	 	Property
    Type (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note
    Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See
    footnotes on last page of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



     Page 9 of 23
K-9


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Mortgage Loan and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated
    Remaining Term (ARD and Balloon Loans)	 	Remaining
    Stated Term (Fully Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization Term (ARD and Balloon Loans)	 	Age
    of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1) Debt Service
Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the
most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the
offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this
calculation.


	 
	 	 	 
	 	(2) Anticipated
                     Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
                     Anticipated Repayment Date, if applicable, and the Maturity Date. 



	 
	 	 	 
	 	(3) Data
                     in this table was calculated by allocating pro-rata the current loan information to the properties based
                     upon the Cut-Off Date balance of each property as disclosed in the offering document.



	 
	 	 	 
	 	The Scheduled Balance Totals reflect
    the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled
    Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum
    of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified
    into a split loan structure. The “State” and “Property” stratification tables do not include the balance
    of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into
    a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note
    (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.	 
	 	 	 
	 	Note: There are no Hyper-Amortization
    Loans included in the Mortgage Pool.	 
	 	 	 	 	 


 


     Page 10 of 23
K-10


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	SS



	-	Self Storage



	1	-	Modification	7	-	REO	11	-	Full Payoff	1	-	Maturity Date Extension	6	-	Capitalization on Interest	 
	 	RT 	-	Retail	98	-	Other



	2 	-	Foreclosure	8	-	Resolved	12 	 -	Reps and
    Warranties  	2	-	Amortization Change	7	-	Capitalization on Taxes	 
	 	HC	-	Health Care	SE	-	Securities



	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD	3	-	Principal Write-Off	8	-	Other	 
	 	 IN	-	Industrial	CH	-	Cooperative
                                         Housing



	4	-	Extension			to Master Servicer	98	-	Other	4	-	Blank	9	-	Combination	 
	 	MH	-	Mobile Home Park	WH	-	Warehouse	5	-	Note Sale	10	- 	Deed in Lieu Of				5	-	Temporary Rate Reduction  	10	-	Forbearance



	 
	 	OF 	-	Office	ZZ



	-	Missing Information



	6	-	DPO



	 	 	Foreclosure



	 	 	 	 	 	 	 	 	 	 
	 	MU







	-	Mixed Use



	SF	-	Single Family



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	LO



	-	Lodging	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 











 


     Page 11 of 23
K-11


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19





	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI
    Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI (1)	Most

    Recent

    NOI (1)	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
                                         The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data
                                         reported by the Master Servicer. An NOI of 0.00 means the Master Servicer did not report
                                         NOI figures in their loan level reporting.



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 12 of 23
K-12


     


    










 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19






	 	 	 	 	 	 	 	 	 
	 	Principal
    Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Loan
    Group	Offering
    Document
Cross-Reference	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Payoff
    Amount	Curtailment
    Amount	Prepayment
    

    Premium	Yield
    Maintenance
Charge	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


     Page 13 of 23
K-13


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	WAM 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Amount 	#	Amount	Coupon	Remit	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals
    are excluded from the delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 14 of 23
K-14


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer
    Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	- Current	4	-	Performing Matured Balloon



	1	-	Modification	7	-	REO	11	-	Full Payoff



	 	 
	 	 	 	 	But Still in Grace Period	1	- 30-59 Days Delinquent	5 	-	Non Performing Matured
    Balloon	2 	-	Foreclosure	8	-	Resolved	12	-	Reps
    and Warranties	 	 
	 	 	 	 	Or Not Yet Due	2	- 60-89 Days Delinquent	6	-	121+ Days Delinquent	3 	-	Bankruptcy	9	-	Pending Return	13	-	TBD	 	 
	 	 	B	-	Late Payment But Less	3	- 90-120 Days Delinquent	 	 	 	4 	-	Extension			to Master Servicer	98	-	Other



	 	 
	 	 	 	 	Than 30 Days Delinquent	 	 	 	 	 	5 	-	Note Sale	10	 -	Deed
                                      In Lieu Of



				 	 
	 	 	** Outstanding P & I Advances
    include the current period advance.	6	-	DPO	 	 	Foreclosure	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 15 of 23
K-15


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	DSCR

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1)
    Resolution Strategy Code	(2)
    Property Type Code	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	- 	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	- 	Mixed Use



	SF 	- 	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	- 	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 16 of 23
K-16


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19





	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

     Cross-Reference 	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date	Appraisal
    Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment
                                         from Special Servicer



	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code	(2)
    Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	-	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	-	Mixed Use



	SF 	-	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	-	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 17 of 23
K-17


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19





	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	Loan
    Group 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



     Page 18 of 23
K-18


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19






	 	 	 	 	 	 	 	 	 	 
	 	Modified
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


     Page 19 of 23
K-19


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Liquidated Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 20 of 23
K-20


     


    



 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Bond/Collateral Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals     	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




     Page 21 of 23
K-21


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

    Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 22 of 23
K-22


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19






	 	 	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	 Other
     (Shortfalls)/ 

     Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total
    Interest Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



     Page 23 of 23
K-23


     


    

 










	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B13 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B13	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	11/18/19
	Record Date:	10/31/19
	Determination Date:	11/12/19





	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	Disclosable
                                         Special Servicer Fees, Loan Event of Default, Servicer Termination Event or Special Servicer
                                         Termination Event information would be disclosed here.





	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 






     Page 24 of 23
K-24


     


    

 


EXHIBIT
L-1A


 


Form
of Investor Certification for Non-Borrower PartY AND/OR Risk Retention Consultation Party

(for Persons other than the Directing holder AND/OR a Controlling Class Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045


Attention:
Corporate Trust Services – Benchmark 2019-B13 Mortgage Trust


Email:
trustadministrationgroup@wellsfargo.com 


cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B13	 



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the
above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is either a certificateholder, beneficial owner or prospective purchaser of the above-referenced Class ___ Certificates
or is a Risk Retention Consultation Party, and is neither the Directing Holder nor a Controlling Class Certificateholder.


 


2.       In
the case of a Publicly Offered Certificate, the undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party or a Risk Retention Consultation Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing 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 shall keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information shall not, without the prior written consent of the Depositor, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part.


 






    L-1A-1


     


    

 


The
undersigned shall 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 Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       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.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	By:	     
	 	 	Title:
	 	 	Company:
	 	 	Phone:


  




    L-1A-2


     


    

 


EXHIBIT
L-1B


 


Form
of Investor Certification for Non-Borrower PartY (for the directing holder AND/OR a Controlling Class Certificateholder)


 


[Date]


 


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

        10851
Mastin Street, Suite 700

        Overland
Park, Kansas 66210

        Attention:
Executive Vice President – Division Head

         

        Facsimile:
        (888) 706-3565

         
	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – Benchmark 2019-B13

    Email: trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	CWCapital
                                         Asset Management LLC

                                         7501 Wisconsin Avenue

                                         Bethesda, Maryland 20814

                                         Attention: Brian Hanson (Benchmark 2019-B13)

                                         

                                         with a copy to:

                                         

                                         Email: CWCAMnoticesBenchmark2019-B13@cwcapital.com

         

        and
        with a copy to:

        

        CWCapital Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Legal Department

        
	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMARK 2019-B13 – Surveillance Manager (with a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com)


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B13	 



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the
above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is either the Directing Holder or a Controlling Class Certificateholder.


 






    L-1B-1


     


    

 


2.       The
undersigned is not a Borrower Party.


 


3.       The
undersigned is requesting access pursuant to the Pooling and Servicing 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 shall keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information shall not, without the prior written consent of the Depositor, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part, unless required to do so by law, regulation
or legal, judicial or administrative process; provided, however, that the confidentiality requirement detailed above
shall not apply to information which (i) is already in the undersigned’s possession, (ii) is or becomes publicly available
other than as a result of a disclosure by the undersigned in breach of this agreement or (iii) is or becomes available to the
undersigned from a source other than the Certificate Administrator’s Website.


 


The
undersigned shall 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 Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


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 L-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit L-1E and Exhibit L-1F to the Pooling and Servicing Agreement.


 


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.       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


 






    L-1B-2


     


    

 


Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	By:	     
	 	 	Title:
	 	 	Company:
	 	 	Phone:






 




    L-1B-3


     


    

 


EXHIBIT
L-1C


 


Form
of Investor Certification for Borrower PartY

(for Persons other than the Directing Holder, a Controlling Class Certificateholder
AND/OR A RISK RETENTION CONSULTATION PARTY)


 


[Date]


 


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

        10851
Mastin Street, Suite 700

        Overland
Park, Kansas 66210

        Attention:
Executive Vice President – Division Head

        Facsimile:
        (888) 706-3565

         
	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – Benchmark 2019-B13

    Email: trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	CWCapital
Asset Management LLC

7501 Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Brian Hanson (Benchmark 2019-B13)



with a copy to:



Email: CWCAMnoticesBenchmark2019-B13@cwcapital.com

         

        and
        with a copy to:

        

        CWCapital Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Legal Department

        
	 


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B13	 



 






    L-1D-1


     


    

 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the
above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is either a certificateholder, beneficial owner or prospective purchaser of the above-referenced Class ___ Certificates,
and is neither the Directing Holder nor a Controlling Class Certificateholder.


  


2      
 The undersigned is a Borrower Party.


 


3.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to the Distribution Date Statements on the Certificate
Administrator’s Website.


 


In
consideration of the disclosure to the undersigned of the Distribution Date Statements, or the access thereto, the undersigned
shall keep the Distribution Date Statements confidential (except from such outside persons as are assisting it in making an evaluation
in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental
or banking authorities or agencies to which the undersigned is subject), and such Distribution Date Statements shall not, without
the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole
or in part.


 


The
undersigned shall not use or disclose the Distribution Date Statements in any manner which could result in a violation of any
provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act
of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities
Act.


 


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 Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


5.       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.


 


6.       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.


 






    L-1D-2


     


    

 


	 	By:	     
	 	 	Title:
	 	 	Company:
	 	 	Phone:


 




    L-1D-3


     


    

 


EXHIBIT
L-1D


 


Form
of Investor Certification for Borrower PartY

(for the Directing Holder AND/OR a Controlling Class Certificateholder)


 


[Date]


 


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

        10851
Mastin Street, Suite 700

        Overland
Park, Kansas 66210

        Attention:
Executive Vice President – Division Head

        Facsimile:
        (888) 706-3565

         
	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – Benchmark 2019-B13

    Email: trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	CWCapital
                                         Asset Management LLC

                                         7501 Wisconsin Avenue

                                         Bethesda, Maryland 20814

                                         Attention: Brian Hanson (Benchmark 2019-B13)

                                         

                                         with a copy to:

                                         

                                         Email: CWCAMnoticesBenchmark2019-B13@cwcapital.com

         

        and
        with a copy to:

        

        CWCapital Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Legal Department

        
	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMARK 2019-B13 – Surveillance Manager (with a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com)


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B13	 



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the
above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Directing Holder][a Controlling Class Certificateholder].


 






    L-1D-4


     


    

 


2       The
undersigned is a Borrower Party with respect to the following Excluded Controlling Class Mortgage Loans:


 


[IDENTIFY
EXCLUDED CONTROLLING CLASS MORTGAGE LOANS] (the “Excluded Controlling Class Mortgage Loans”)


 


3.       Except
with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Pooling and
Servicing 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 shall keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information shall not, without the prior written consent of the Depositor, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part.


 


The
undersigned shall 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 Excluded Information (as
defined in the Pooling and Servicing 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 Pooling and Servicing Agreement.


 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representative and shall indemnify
each party to the Pooling and Servicing Agreement, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide such Excluded Information to the related Borrower or (A) any employees or personnel of the undersigned or any
Affiliate involved in the management of any investment in the related Borrower or the related Mortgaged Property or (B) to its
actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower, and (ii) will


 






    L-1D-5


     


    

 


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 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
Directing Holder][a Controlling Class Certificateholder]



 





	By:	 	 
	Title:	 	 
	Company:	 	 
	Phone:	 	 


 




    L-1D-6


     


    

 


EXHIBIT
L-1E


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


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

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Facsimile:
        (888) 706-3565

         
	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – Benchmark 2019-B13

    Email: trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	CWCapital
                                         Asset Management LLC

                                         7501 Wisconsin Avenue

                                         Bethesda, Maryland 20814

                                         Attention: Brian Hanson (Benchmark 2019-B13)

                                         

                                         with a copy to:

                                         

                                         Email: CWCAMnoticesBenchmark2019-B13@cwcapital.com

         

        and
        with a copy to:

        

        CWCapital Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Legal Department

        
	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMARK 2019-B13 – Surveillance Manager (with a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com)


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating to Benchmark
                                         2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13	 



 


THIS
NOTICE IDENTIFIES AN “EXCLUDED CONTROLLING CLASS MORTGAGE LOAN” RELATING TO THE BENCHMARK 2019-B13 MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B13, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.32
OF THE POOLING AND SERVICING AGREEMENT.


 






    L-1E-1


     


    

 


In
accordance with Section 4.02(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 


1.       The
undersigned is [the Directing Holder] [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	ODCR	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, the Certificate
Administrator’s determination as to whether a Consultation Termination Event or Control 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 L-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the Excluded Controlling Class Mortgage Loans on
the Certificate Administrator’s website unless and until it has (i) delivered notice of the termination of the related Excluded
Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 4.02(b) of the Pooling
and Servicing Agreement.


 






    L-1E-2


     


    

 


5.       The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the Excluded Controlling Class Mortgage Loans listed in
Paragraph 2 above.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto
by its duly authorized officer, as of the day and year written above.


 


	 	[Directing
Holder][a Controlling Class Certificateholder]
	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	Email:
	 	 	Address:





 




    L-1E-3


     


    

 


EXHIBIT
L-1F


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	Via:
                                         Email

                                         Wells Fargo Bank, National Association

                                         9062 Old Annapolis Road

                                         Columbia, Maryland 21045

                                         Attention: Corporate Trust Services – Benchmark 2019-B13

                                         trustadministrationgroup@wellsfargo.com

                                         cts.cmbs.bond.admin@wellsfargo.com

         

        with
        a copy to:

         

        Wells
        Fargo Bank, National Association

        8480 Stagecoach Circle

        Frederick, Maryland 21701-4747

        Attention: Benchmark 2019-B13

        



 





		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating to Benchmark
                                         2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13	 


 





In
accordance with Section 4.02(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby directs
you as follows:


 


1.       The
undersigned is the [Directing Holder][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	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 



 






    L-1F-1


     


    

 


	 	 	 	 











 





3.       The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the Benchmark 2019-B13 Mortgage Trust securitization should be revoked as to such users:





	 	 

         
	 
	 	 

         
	 
	 	 

         
	 
	 	 

         
	 


 





 


4.       The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
Excluded Controlling Class Mortgage Loans 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 Loans, (ii) has delivered notice
of the related Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form of Exhibit
L-1E to the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto
by its duly authorized officer, as of the day and year written above.


 


	 	 	[Directing Holder][a Controlling Class Certificateholder]
	 	 
	 		     
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	Email:
	 	 	Address:


 


The
undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 






    L-1F-2


     


    

 





	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 Certificate Administrator
	 	 
	Name:	 	 
	Title:	 	 


 




    L-1F-3


     


    

 


EXHIBIT
L-1G





 


Form
of Certification of the DIRECTING HOLDER


 


[Date]


 


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

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Facsimile:
        (888) 706-3565

         
	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – Benchmark 2019-B13

    Email: trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	CWCapital
                                         Asset Management LLC

                                         7501 Wisconsin Avenue

                                         Bethesda, Maryland 20814

                                         Attention: Brian Hanson (Benchmark 2019-B13)

                                         

                                         with a copy to:

                                         

                                         Email: CWCAMnoticesBenchmark2019-B13@cwcapital.com

         

        and
        with a copy to:

        

        CWCapital Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Legal Department

         
	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMARK 2019-B13 – Surveillance Manager (with a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com)
	Deutsche
                                         Mortgage & Asset Receiving Corporation

        

        60
        Wall Street

        

        New
        York, New York 10005

        

        Attention:
        Lainie Kaye

        

        with
        a copy via email to:

         

        

        cmbs.requests@db.com

        
	 


 






    L-1G-1


     


    

 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B13	 



 


In
accordance with Section 3.29(a) of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Directing Holder.


 


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 L-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit L-1E and Exhibit L-1F to the Pooling and Servicing Agreement.


 


4.       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.


 


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
Directing Holder][a Controlling Class Certificateholder]
	 	 
	 	By:	     
	 	 	Title:
	 	 	Company:
	 	 	Phone:








 








    L-1G-2


     


    

 


EXHIBIT
L-1H


 


Form
of Certification of A RISK RETENTION CONSULTATION PARTY


 


[Date]


 


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

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
Executive Vice President – Division Head

        Facsimile:
        (888) 706-3565

         
	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – Benchmark 2019-B13

    Email: trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMARK 2019-B13 – Surveillance Manager (with a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com)	 

                                                                                                    Deutsche
                                         Mortgage & Asset Receiving Corporation

        

        60
        Wall Street

        

        New
        York, New York 10005

        

        Attention:
        Lainie Kaye

        

        with
        a copy via email to:

        

        cmbs.requests@db.com

         

	Wells
                                         Fargo Bank, National Association

        

        600
        South 4th Street, 7th Floor

        

        MAC
        N9300-070

        Minneapolis, Minnesota 55479

        Attention: CTS – Certificate Transfers Benchmark 2019-B13

         
	CWCapital
                                         Asset Management LLC

                                         7501 Wisconsin Avenue

                                         Bethesda, Maryland 20814

                                         Attention: Brian Hanson (Benchmark 2019-B13)

                                         

                                         with a copy to:

                                         

                                         Email: CWCAMnoticesBenchmark2019-B13@cwcapital.com

         

        and
        with a copy to:

        

        CWCapital Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Legal Department

         



 


 


		Re:	Benchmark
                                         2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13,
                                         VRR Interest            	 



 






    L-1H-1


     


    

 


In
accordance with Section 3.29 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       
    The undersigned has been appointed to act as the [VRR1 Risk Retention Consultation Party][VRR2 Risk
Retention Consultation Party][VRR3 Risk Retention Consultation Party].


 


2.         
  The undersigned is not a Borrower 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.          
 The contact information for the undersigned for all notices and other communications is as follows:


 


[______]


 


5.        
   Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the
Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 


	 	[RISK
RETENTION CONSULTATION PARTY]

     	 
	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:



 


Dated:
_______


 




    L-1H-2


     


    

 


EXHIBIT
L-2


 


FORM
OF FINANCIAL MARKET PUBLISHER 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.





 


In
connection with the Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Park Bridge Lender Services
LLC, as operating advisor and as asset representations reviewer, and Wells Fargo Bank, National Association, as trustee, as certificate
administrator, as paying agent and as custodian, the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an employee or agent of BlackRock Financial Management, Inc., Moody’s
                                         Analytics, Bloomberg Financial Markets, L.P., RealInsight, CMBS.com, Inc., Intex Solutions,
                                         Inc., Trepp, LLC, Interactive Data Corporation, Markit LLC or Thomson Reuters Corporation,
                                         a market data provider that has been given access to the Distribution Date Statements,
                                         CREFC® reports and supplemental notices delivered or made available pursuant
                                         to Section 4.02 of the Pooling and Servicing Agreement to Privileged Persons on www.ctslink.com
                                         (the “Website”) by request of the Depositor.



 


		2.	The
                                         undersigned agrees that each time it accesses the Website, the undersigned is deemed
                                         to have recertified that the representation above remains true and correct.



 


		3.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the agreement pursuant to which the Certificates were issued.



 


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.


 




    L-2-1


     


    

 


EXHIBIT
M


 


FORM
OF NOTIFICATION FROM CUSTODIAN





 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B13 



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby notifies you that,
based upon the review required under the Pooling and Servicing Agreement, the Mortgage File for each Mortgage Loan set forth on
the attached defect schedule contains a document or documents which (i) has not been executed or received, (ii) has not been recorded
or filed (if required), (iii) is unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, (iv) appears not to
be what they purport to be or has been torn in any materially adverse manner or (v) is mutilated or otherwise defaced, in each
case as more fully described on the attached defect schedule.


 


The
Custodian has no responsibility to determine, and expresses no opinion with respect thereto, whether any document or opinion is
legal, valid, binding or enforceable, whether the text of any assignment or endorsement is in proper or recordable form (except,
if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance
with the requirements of any applicable jurisdiction, whether a blanket assignment is permitted in any applicable jurisdiction,
or whether any Person executing any document or rendering any opinion is authorized to do so or whether any signature thereon
is genuine.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.


 


	 	WELLS
FARGO BANK, NATIONAL 

ASSOCIATION, as Custodian
	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:





 




    M-1


     


    

 


SCHEDULE
A

TO

FORM OF NOTIFICATION FROM CUSTODIAN


 


Deutsche
Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy via email to:


 


cmbs.requests@db.com


 


Park
Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BMARK 2019-B13 – Surveillance Manager

with a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – Benchmark 2019-B13


 


with
copies to:


 


cts.cmbs.bond.admin@wellsfargo.com;
and

trustadministrationgroup@wellsfargo.com


 


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


10851
Mastin Street, Suite 700


Overland
Park, Kansas 66210


Attention:
Executive Vice President – Division Head


Facsimile:
(888) 706-3565


 


with
a copy to:


 


Stinson
LLP


1201
Walnut Street, Suite 2900


Kansas
City, Missouri 64106-2150


Attention:
Kenda K. Tomes


Facsimile:
(816) 412-9338


Email:
kenda.tomes@stinson.com


 






    M-2


     


    

 


CWCapital
Asset Management LLC

7501 Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Brian Hanson (Benchmark 2019-B13)



with a copy to:



Email: CWCAMnoticesBenchmark2019-B13@cwcapital.com


 


and
with a copy to:



CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department


 


If
no Consultation Termination Event has occurred and is continuing:


 


Eightfold
Real Estate Capital, L.P.

1111 Lincoln Road, Suite 802

Miami Beach, Florida 33139

Attention: Brian Tageson

Email: btageson@eightfoldcapital.com



To the applicable Mortgage Loan Seller: 


[German
American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy via email to:


 


cmbs.requests@db.com]


 


[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.

388 Greenwich Street, 17th Floor


 






    M-3


     


    

 




New York, New York 10013

Attention: Ryan O’Connor


 


with
copies by electronic mail to:


 


richard.simpson@citi.com,
and ryan.m.oconnor@citi.com and, in the case of each Rule 15Ga-1 Notice, cmbs.notice@citi.com]


 


[JPMorgan
Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Kunal Singh

Email: US_CMBS_Notice@jpmorgan.com


 


with
a copy to:



JPMorgan Chase Bank, National Association

4 New York Plaza, 21st Floor

New York, New York 10004

Attention: Bianca A. Russo, Esq.

Email: US_CMBS_Notice@jpmorgan.com]


 


 





    M-4


     


    

 


DEFECT
SCHEDULE

TO FORM OF NOTIFICATION FROM CUSTODIAN


 




    M-5


     


    

 


EXHIBIT
N-1


 


FORM
OF CLOSING DATE CUSTODIAN CERTIFICATION



[Date]


 


[                
]

[                
 ]

[                
 ]



Attention: [                
 ]


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B13              



 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, the Custodian hereby certifies that, with respect to each
Mortgage Loan listed on the Mortgage Loan Schedule attached hereto as Schedule A, (a) the Custodian has in its possession the
documents specified in clause (i) of the definition of “Mortgage File”, (b) the foregoing documents delivered or caused
to be delivered by the Mortgage Loan Sellers as described in clause (a) above have been reviewed by it or by a Custodian on its
behalf and appear regular on their face, appear to be executed and purports to relate to such Mortgage Loan, except as identified
on the schedule attached hereto, and (c) each of the documents specified in Section 2.01(a)(ii), 2.01(a)(vii), 2.01(a)(xi) and
2.01(a)(xix) of the Pooling and Servicing Agreement have been received, have been executed, appear to be what they purport to
be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner or mutilated or otherwise
defaced, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule.


 


Capitalized
terms used but not defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 


	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Custodian
	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:








 




    N-1-1


     


    

 


SCHEDULE
A 

TO CLOSING DATE CUSTODIAN CERTIFICATION


 


MORTGAGE
LOAN SCHEDULE


 




    N-1-2


     


    

 


EXHIBIT
N-2


 


FORM
OF POST-CLOSING CUSTODIAN CERTIFICATION


 


[Date]


 


[           
       ]
 [          
       ]
 [             
    ]
 Attention:
[                  ]


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to Benchmark 2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B13            	 



 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, the Custodian hereby certifies, subject to the terms of the
Pooling and Servicing Agreement, that, with respect to each Mortgage Loan listed on the Mortgage Loan Schedule attached hereto
as Schedule A, all documents (other than documents referred to in clauses (xix) and (xx) of Section 2.01(a) of the Pooling and
Servicing Agreement and the documents referred to in clauses (iii), (iv)(B), (v)(B) and (viii)(B) of Section 2.01(a) of the Pooling
and Servicing Agreement and the assignments of financing statements referred to in clause (xiii) of Section 2.01(a) of the Pooling
and Servicing Agreement) referred to in Section 2.01(a) of the Pooling and Servicing Agreement (in the case of the documents referred
to in Section 2.01(a)(iv), (vi), (viii), (ix), (x), (xi), (xii) through (xvi) and (xviii) through (xx) of the Pooling and Servicing
Agreement, as identified to it in writing as a document required to be delivered by the related Mortgage Loan Seller) and any
original recorded documents included in the delivery of a Mortgage File have been received, have been executed, appear to be what
they purport to be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner or
mutilated or otherwise defaced, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule,
in each case, except as set forth on the attached schedule hereto.


 


Capitalized
terms used but not defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 


	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Custodian
	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


 







    N-2-1


     


    

 


SCHEDULE
A 

TO POST-CLOSING CUSTODIAN CERTIFICATION


 


MORTGAGE
LOAN SCHEDULE


 




    N-2-2


     


    

 


EXHIBIT
O


 


FORM
OF TRUSTEE BACKUP CERTIFICATION


 


Benchmark
2019-B13 Mortgage Trust (The “Trust”)


 


The
undersigned, __________, a __________ of Wells Fargo Bank, National Association, on behalf of Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”), under that certain Pooling and Servicing Agreement, dated as
of October 1, 2019 (the “Pooling and Servicing Agreement”), between Deutsche Mortgage & Asset Receiving
Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, CWCapital
Asset Management LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, and Wells Fargo Bank, National Association, as trustee, as certificate administrator (in such capacity, the “Certificate
Administrator”), as paying agent and as custodian, certifies to [ ], Deutsche Mortgage & Asset Receiving Corporation
and its officers, directors and affiliates, to the extent that the following information is within the Trustee’s normal
area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will
rely upon this certification, that:


 


		1.	I
                                         am responsible for reviewing the activities performed by the Trustee and based on my
                                         knowledge and the compliance reviews conducted in preparing the Trustee compliance statements
                                         required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except
                                         as disclosed to the Certificate Administrator and to the Depositor, the Trustee has fulfilled
                                         its obligations in all material respects under the Pooling and Servicing Agreement; and



 


		2.	The
                                         report on assessment of compliance with servicing criteria applicable to the Trustee
                                         for asset-backed securities with respect to the Trustee or any Servicing Function Participant
                                         retained by the Trustee and related attestation report on assessment of compliance with
                                         servicing criteria applicable to it required to be included in the annual report on Form
                                         10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange
                                         Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate
                                         Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of
                                         noncompliance described in such reports have been provided to the Certificate Administrator
                                         and the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 






    O-1


     


    

 


	Date:	 	



 





	 	Wells
    Fargo Bank, NATIONAL ASSOCIATION
	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:








 




    O-2


     


    

 


EXHIBIT
P


 


FORM
OF CUSTODIAN BACKUP CERTIFICATION


 


Benchmark
2019-B13 Mortgage Trust (The “Trust”)


 


The
undersigned, __________, a __________ of Wells Fargo Bank, National Association, on behalf of Wells Fargo Bank, National Association,
as custodian (in such capacity, the “Custodian”), under that certain Pooling and Servicing Agreement, dated
as of October 1, 2019 (the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage &
Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
CWCapital Asset Management LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, and Wells Fargo Bank, National Association, as trustee, as certificate administrator, as paying agent and as custodian,
certifies to [ ], Deutsche Mortgage & Asset Receiving Corporation and its officers, directors and affiliates, to the extent
that the following information is within the Custodian’s normal area of responsibilities and duties under the Pooling and
Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I
                                         am responsible for reviewing the activities performed by the Custodian and based on my
                                         knowledge and the compliance reviews conducted in preparing the Custodian compliance
                                         statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB,
                                         and except as disclosed to the Certificate Administrator and to the Depositor, the Custodian
                                         has fulfilled its obligations in all material respects under the Pooling and Servicing
                                         Agreement; and



 


		2.	The
                                         report on assessment of compliance with servicing criteria applicable to the Custodian
                                         for asset-backed securities with respect to the Custodian or any Servicing Function Participant
                                         retained by the Custodian and related attestation report on assessment of compliance
                                         with servicing criteria applicable to it required to be included in the annual report
                                         on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and
                                         Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate
                                         Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of
                                         noncompliance described in such reports have been provided to the Certificate Administrator
                                         and the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 






    P-1


     


    




 


	Date:	 	



 





	 	Wells
    Fargo Bank, NATIONAL ASSOCIATION
	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:








 





    
P-2


     


    

 

EXHIBIT
Q


 


FORM
OF CERTIFICATE ADMINISTRATOR BACKUP CERTIFICATION


 


Benchmark
2019-B13 Mortgage Trust (The “Trust”)


 


The
undersigned, __________, a __________ of Wells Fargo Bank, National Association, on behalf of Wells Fargo Bank, National Association,
as certificate administrator, (in such capacity, the “Certificate Administrator”), paying agent and custodian,
under that certain Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
between Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”),
CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”), as certificate administrator, as custodian and as paying agent,
and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as
asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), certifies to [ ],
Deutsche Mortgage & Asset Receiving Corporation and its officers, directors and affiliates, to the extent that the following
information is within the Certificate Administrator’s normal area of responsibilities and duties under the Pooling and Servicing
Agreement, 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___] (the “Annual
                                         Report”), and all reports on Form 10-D and Form 8-K to be filed in respect
                                         of periods included in the year covered by the Annual Report (collectively with the Annual
                                         Report, the “Reports”), of the Trust;



 


		2.	To
                                         my knowledge, the Reports taken as a whole, do not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by the Annual Report;



 


		3.	To
                                         my knowledge, the distribution information required to be provided by the Certificate
                                         Administrator under the Pooling and Servicing Agreement for inclusion in the Reports
                                         is included in the Reports;



 


		4.	I
                                         am responsible for reviewing the activities performed by the Certificate Administrator
                                         under the Pooling and Servicing Agreement and based on my knowledge and the compliance
                                         reviews conducted in preparing the Certificate Administrator compliance statements required
                                         for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed
                                         on any Reports, the Certificate Administrator has fulfilled its obligations in all material
                                         respects under the Pooling and Servicing Agreement; and



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Certificate
                                         Administrator for asset-backed securities with respect to the Certificate Administrator
                                         or any Servicing Function Participant retained by the Certificate 



 






    Q-1


     


    

 


 


Administrator and related
                                         attestation report on assessment of compliance with servicing criteria applicable to
                                         it required to be included in the annual report on Form 10-K for the Relevant Period
                                         in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18
                                         has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of noncompliance described in such reports have been provided to the
                                         Depositor for disclosure in such annual report on Form 10-K.


 


In
giving the certifications above, the Certificate Administrator has reasonably relied on information provided to it by the following
unaffiliated persons: the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and
the Depositor.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 





	Date:	 	



  


	 	Wells
    Fargo Bank, NATIONAL ASSOCIATION
	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:








 




    Q-2


     


    

 


EXHIBIT
R


 


FORM
OF OPERATING ADVISOR BACKUP CERTIFICATION


 


Benchmark
2019-B13 Mortgage Trust (the “Trust”)


 


		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 Operating Advisor
                                         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 “Operating Advisor Reports”) have been submitted by the Operating
                                         Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
                                         as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the operating advisor information contained in the Operating Advisor
                                         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 reports;



 


		3.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Operating Advisor with respect
                                         to the Trust’s fiscal year ________ have been provided all information relating
                                         to the Operating Advisor’s assessment of compliance with the Relevant Servicing
                                         Criteria, in order to enable them to conduct a review in compliance with the standards
                                         for attestation engagements issued or adopted by the PCAOB; and



 


		4.	The
                                         report on assessment of compliance with servicing criteria applicable to the Operating
                                         Advisor for asset-backed securities with respect to the Operating Advisor or any Servicing
                                         Function Participant retained by the Operating Advisor and related attestation report
                                         on assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of noncompliance described in such reports have been provided to the
                                         Certificate Administrator and the Depositor for disclosure in such annual report on Form
                                         10-K.



 






    R-1


     


    

 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 








	Date:	 	



 





	 	Park
                                         Bridge Lender Services LLC
	 	 	 
		By:	Park
                                         Bridge Advisors LLC

                                         Its Sole Member
	 	 	 
	 	By:	Park Bridge Financial LLC

Its Sole Member



 


	 	By:	 
	 	Name:
	 	Title:



 







    R-2


     


    

 


EXHIBIT
S


 


[RESERVED]


 




    S-1


     


    

 


EXHIBIT
T


 


FORM
OF MASTER SERVICER BACKUP CERTIFICATION


 


Benchmark
2019-B13 Mortgage Trust (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of Midland Loan Services, a Division of PNC Bank, National Association
(the “Master Servicer”) under that certain Pooling and Servicing Agreement, dated as of October 1, 2019 (the
“Pooling and Servicing Agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor,
the Master Servicer, CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Park Bridge
Lender Services LLC, as operating advisor and as asset representations reviewer, Wells Fargo Bank, National Association, as trustee,
as certificate administrator (in such capacity, the “Certificate Administrator”), as paying agent and as custodian,
on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, each
Other Depositor and their respective officers, directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), and assuming the accuracy of the statements required to be made by
                                         the Special Servicer, [each applicable Other Servicer and each applicable Other Special
                                         Servicer] in the backup certificate[s] delivered by the Special Servicer, [each applicable
                                         Other Servicer and each applicable Other Special Servicer] relating to the Relevant Period,
                                         all servicing information and all reports required to be submitted by the Master Servicer
                                         to the Certificate Administrator pursuant to Sections 3.13(a) and 3.13(c) of 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 “Servicer
                                         Reports”) have been submitted by the Master Servicer to the Certificate Administrator
                                         for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made by the
                                         Special Servicer, [each applicable Other Servicer and each applicable Other Special Servicer]
                                         in the backup certificate[s] delivered by the Special Servicer, [each applicable Other
                                         Servicer and each applicable Other Special Servicer] relating to the Relevant Period,
                                         the master servicing information contained in the 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 these
                                         reports;



 


		3.	I
                                         am, or a servicing officer under my supervision is, responsible for reviewing the activities
                                         performed by the Master Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the annual compliance reviews conducted in preparing the servicer
                                         compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation
                                         AB with respect to the Master Servicer, and except 



 






    T-1


     


    

 


as disclosed in the compliance certificate
                                         delivered by the Master Servicer under Section 10.11 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 report applies;


 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Master Servicer with respect to
                                         the Trust’s fiscal year _____ have been provided all information relating to the
                                         Master Servicer’s assessment of compliance with the Relevant Servicing Criteria
                                         in order to enable them to conduct a review in compliance with the standards for attestation
                                         engagements issued or adopted by the PCAOB; and



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Master Servicer
                                         for asset-backed securities with respect to the Master Servicer or any Servicing Function
                                         Participant retained by the Master Servicer and related attestation report on assessment
                                         of compliance with servicing criteria applicable to it required to be included in the
                                         annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
                                         AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to
                                         the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material
                                         instances of noncompliance described in such reports have been provided to the Certificate
                                         Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


In
giving the certification above, I have reasonably relied on and make no certification as to information provided to me by the
following unaffiliated parties: [name(s) of servicer, sub-servicer, co-servicer, Other Servicer, Other Special Servicer or Other
Trustee not retained by the master servicer giving certification] and, notwithstanding the foregoing certifications, neither I
nor Master Servicer makes any certification under the foregoing clauses (2) and (3) with respect to the information in the Servicing
Reports that is in turn dependent upon information provided by the Special Servicer under the Pooling and Servicing Agreement
or by any Other Servicer, Other Special Servicer or Other Trustee.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 





	Date:	 	


 





	 	MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


   




    T-2


     


    

 


EXHIBIT
U


 


FORM
OF SPECIAL SERVICER BACKUP CERTIFICATION


 


Benchmark
2019-B13 Mortgage Trust (the “Trust”)


 


I,
[identify the certifying individual], a [_______________ ] of CWCapital Asset Management LLC, as special servicer (the “Special
Servicer”) under that certain Pooling and Servicing Agreement dated as of October 1, 2019 (the “Pooling and
Servicing Agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Park Bridge Lender
Services LLC, as operating advisor and as asset representations reviewer, Wells Fargo Bank, National Association, as trustee,
as certificate administrator (in such capacity, the “Certificate Administrator”), as paying agent and as custodian,
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”)
and CWCapital Asset Management LLC, as the Special Servicer, on behalf of the Special Servicer, certify to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], the Depositor, each Other Depositor and their respective officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all servicing information and all required reports required to be
                                         submitted by the Special Servicer 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 “Special Servicer Reports”) have been
                                         submitted by the Special Servicer to the Master Servicer, the Depositor, the Trustee
                                         or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the special servicing information contained in the Special 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 therein, in light
                                         of the circumstances under which such statements were made, not misleading with respect
                                         to the period covered by these reports;



 


		3.	I
                                         am, or an officer 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 annual compliance reviews conducted in preparing the servicer compliance statements
                                         required in this report under Item 1123 of Regulation AB with respect to the Special
                                         Servicer, and except as disclosed in the compliance certificate delivered by the Special
                                         Servicer under Section 10.11 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 report applies;



 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Special Servicer with 



 






    U-1


     


    

 


respect
                                         to the Trust’s fiscal year _____ have been provided all information relating to
                                         the Special Servicer assessment of compliance with the Relevant Servicing Criteria, in
                                         order to enable them to conduct a review in compliance with the standards for attestation
                                         engagements issued or adopted by the PCAOB; and


 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Special
                                         Servicer for asset-backed securities with respect to the Special Servicer or any Servicing
                                         Function Participant retained by the Special Servicer and related attestation report
                                         on assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of noncompliance described in such reports have been provided to the
                                         Certificate Administrator and the Depositor for disclosure in such annual report on Form
                                         10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 








	Date:	 	


 





	 	CWCapital
Asset Management LLC
	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:






 




    U-2


     


    

 


EXHIBIT
V


 


FORM
OF SUB-SERVICER BACKUP CERTIFICATION


 


Benchmark
2019-B13 Mortgage Trust (the “Trust”)


 


As
contemplated by Section 10.08 of that certain Pooling and Servicing Agreement dated as of October 1, 2019 (the
“Pooling and Servicing Agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as
depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master
Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Park
Bridge Lender Services LLC, as operating advisor and asset representations reviewer, Wells Fargo Bank, National Association,
as trustee, certificate administrator (in such capacity, the “Certificate Administrator”), paying agent
and custodian, [identify the certifying individual], a _____________ of _____________, a _____________ [corporation] (the
“Sub-Servicer”) as Sub-Servicer in connection with the sub-servicing of one or more Mortgage Loans and/or
Serviced Companion Loan under the Pooling and Servicing Agreement, on behalf of the Sub-Servicer, certify to [Name of Each
Certifying Person for Sarbanes-Oxley Certification], the Depositor, each Other Depositor, the Master Servicer and
their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	I
                                         have reviewed the Servicer Reports and Sub-Servicer Reports (each as defined below) relating
                                         to the Mortgage Loans and/or Serviced Companion Loan delivered by the Sub-Servicer to
                                         the Master Servicer, pursuant to the Sub-Servicing Agreement dated [___________], 20[__]
                                         by and between the Sub-Servicer and the Master Servicer (the “Sub-Servicing
                                         Agreement”);



 


		2.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all servicing information and all reports required to be submitted
                                         by the Sub-Servicer to the Certificate Administrator pursuant to the Pooling and Servicing
                                         Agreement (the “Servicer Reports”) 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 have been submitted by the Sub-Servicer to the Certificate Administrator for inclusion
                                         in these reports;



 


		3.	Based
                                         on my knowledge, with respect to the Relevant Period, all servicing information and all
                                         reports required to be submitted by the Sub-Servicer to the Master Servicer pursuant
                                         to the Sub-Servicing Agreement (the “Sub-Servicer Reports”) have been
                                         submitted by the Sub-Servicer to the Master Servicer;



 


		4.	Based
                                         on my knowledge, the sub-servicer information contained in the Servicer Reports and 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 these reports;



 






    V-1


     


    

 


		5.	Based
                                         upon my knowledge and the annual compliance review performed as required under Section
                                         [__] of the Sub-Servicing Agreement, and except as disclosed in the compliance certificate
                                         delivered pursuant to Section [__] of the Sub-Servicing Agreement, the Sub-Servicer has
                                         fulfilled its obligations under the Sub-Servicing Agreement in all material respects;



 


		6.	[I
                                         am, or a servicing officer under my supervision is, responsible for reviewing the activities
                                         performed by the Sub-Servicer under the Sub-Servicing Servicing Agreement and based upon
                                         my knowledge and the annual compliance reviews conducted in preparing the servicer compliance
                                         statements for inclusion on Form 10-K pursuant Item 1123 of Regulation AB with respect
                                         to the Sub-Servicer, and except as disclosed in the compliance certificate delivered
                                         by the Sub-Servicer under Section [__] of the Sub-Servicing Agreement, the Sub-Servicer
                                         has fulfilled its obligations under the Sub-Servicing Agreement in all material respects
                                         in the year which such report applies];



 


		7.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Sub-Servicer with respect to the
                                         Trust’s fiscal year _____ have been provided all information relating to the Sub-Servicer’s
                                         assessment of compliance with the Relevant Servicing Criteria, in order to enable them
                                         to conduct a review in compliance with the standards for attestation engagements issued
                                         or adopted by the PCAOB; and



 


		8.	The
                                         report on assessment of compliance with servicing criteria applicable to the Sub-Servicer
                                         for asset-backed securities with respect to the Sub-Servicer or any Servicing Function
                                         Participant retained by the Sub-Servicer and related attestation report on assessment
                                         of compliance with servicing criteria applicable to it required to be included in the
                                         annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
                                         AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to
                                         the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material
                                         instances of noncompliance described in such reports have been provided to the Certificate
                                         Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Sub-Servicing Agreement, or if not defined in the Sub-Servicing
Agreement, then the meanings set forth in the Pooling and Servicing Agreement.


 





	Date:	 	


 






    V-2


     


    

 


	 	[Insert
NAME OF SUB-SERVICER]
	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:








 



    V-3


     


    






 





EXHIBIT
W


 


FORM
OF SARBANES-OXLEY CERTIFICATION


 


I,
[identify the certifying individual], certify that:


 


1.       I
have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this
report on Form 10-K of the Benchmark 2019-B13 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 statements 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 agreements
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.


 




    W-1


    


    

 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
Midland Loan Services, a Division of PNC Bank, National Association, CWCapital Asset Management LLC, Wells Fargo Bank, National
Association, Park Bridge Lender Services LLC and [list any sub-servicers].


 


	Dated:
    ____________		
	 	 	 
	 	 	 
	 	 	[_____]
	 	 	(Senior officer in
    charge of securitization of the depositor)







 




    W-2


    


    

 


EXHIBIT
X


 


MORTGAGE
LOAN SELLER SUB-SERVICERS





 





	Mortgage
    Loan	Sub-Servicer Name(s)

                                                                                 

	Concord Center	Bernard Financial Corporation
    d/b/a Bernard Financial Servicing Group






 



    X-1


    


    

 


EXHIBIT
Y


 


[RESERVED]



 






    Y-1


    


    





 


EXHIBIT
Z


 


FORM
OF NRSRO CERTIFICATION


 


[Date]



 


Wells
Fargo Bank, National Association





9062
Old Annapolis Road





Columbia,
Maryland 21045





Attention:
Corporate Trust Services – Benchmark 2019-B13 Mortgage Trust


 


with
copies to:


 


ct.cmbs.bond.admin@wellsfargo.com,
and





trustadministrationgroup@wellsfargo.com


 


		Re:	Benchmark
                                         2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13                
                                         



 


In
accordance with the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Agreement”), and executed
in connection with the above-referenced transaction, with respect to the certificates issued thereunder (the “Certificates”),
the undersigned hereby certifies as follows:


 


	1.	(a)
                                         	The
                                         undersigned is a Rating Agency; or



 


(b)          The
undersigned is a nationally recognized statistical rating organization and either (x) has provided the Depositor with the appropriate
certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date,
is requesting access pursuant to the Agreement to certain information (the “Information”) on such 17g-5 website
pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to the undersigned with
respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall also be applicable
to information obtained from the 17g-5 Information Provider’s Website (including without limitation, to any information
received by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned did not have
access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by the provisions
of the confidentiality agreement attached hereto as Annex A which shall be applicable to it with respect to any information
obtained from the 17g-5 Information Provider’s Website, including any information that is obtained from the section of the
17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing Date.


 


2.           The
undersigned either (a) has not accessed information pursuant to Rule 17g–5(a)(3) ten (10) or more times during the most
recently ended calendar year, or (b) has






    Z-1


    


    

 


determined
and maintained credit ratings for at least 10% of the issued securities and money market instruments for which it accessed information
pursuant to Rule 17g–5(a)(3)(iii) in the calendar year prior to the year covered by the SEC Certification, if it accessed
such information for 10 or more issued securities or money market instruments.


 


3.           The
undersigned agrees that each time it accesses the 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 Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 




    Z-2


    


    

 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with [________] (together
with its affiliates, “[_______]”, the “Furnishing Entities” and each a “Furnishing Entity”)
furnishing certain financial, operational, structural and other information relating to the issuance of the Benchmark 2019-B13
Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”) pursuant to the Pooling and
Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between Deutsche
Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, CWCapital Asset Management LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor
and as asset representations reviewer, and Wells Fargo Bank, National Association, as trustee, as certificate administrator, as
paying agent and as custodian, and the assets underlying or referenced by the Certificates, including the identity of, and financial
information with respect to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”)
to you (the “NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider
under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement]. Information provided
by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


		1.	Definition
                                         of Confidential Information. For purposes of this Confidentiality Agreement, the
                                         term “Confidential Information” shall include the following information
                                         (irrespective of its source or form of communication, including information obtained
                                         by you through access to this site) that may be furnished to you by or on behalf of a
                                         Furnishing Entity in connection with the issuance or monitoring of a rating with respect
                                         to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
                                         legal documents and other information (such information, the “Evaluation Material”)
                                         and (y) any of the terms, conditions or other facts with respect to the transactions
                                         contemplated by the Pooling and Servicing Agreement, including the status thereof; provided,
                                         however, that the term Confidential Information shall not include information
                                         which:



 


		-	was
                                         or becomes generally available to the public (including through filing with the Securities
                                         and Exchange Commission or disclosure in an offering document) other than as a result
                                         of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
                                         below) in violation of this Confidentiality Agreement;



 


		-	was
                                         or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
                                         that (i) is reasonably believed by you to be under no obligation to maintain the information
                                         as confidential and (ii) provides it to you without any obligation to maintain the information
                                         as confidential; or



 



    Z-3


    


    

 





		-	is
                                         independently developed by the NRSRO without reference to any Confidential Information.



 


		2.	Information
                                         to Be Held in Confidence.



 


		(a)	You
                                         will use the Confidential Information solely for the purpose of determining or monitoring
                                         a credit rating on the Certificates and, to the extent that any information used is derived
                                         from but does not reveal any Confidential Information, for benchmarking, modeling or
                                         research purposes (the “Intended Purpose”).



 


		(b)	You
                                         acknowledge that you are aware that the United States and state securities laws impose
                                         restrictions on trading in securities when in possession of material, non-public information
                                         and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative
                                         who is informed of the matters that are the subject of this Confidentiality Agreement
                                         to that effect.



 


		(c)	You
                                         will treat the Confidential Information as private and confidential. Subject to Section
                                         4, without the prior written consent of the applicable Furnishing Entity, you will not
                                         disclose to any person any Confidential Information, whether such Confidential Information
                                         was furnished to you before, on or after the date of this Confidentiality Agreement.
                                         Notwithstanding the foregoing, you may:



 


		(i)	disclose
                                         the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
                                         employees, legal representatives, agents and advisors (each, a “NRSRO Representative”)
                                         who, in the reasonable judgment of the NRSRO, need to know such Confidential Information
                                         in connection with the Intended Purpose; provided, that, prior to disclosure of
                                         the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable
                                         precautions to ensure, and shall be satisfied, that such NRSRO Representative will act
                                         in accordance with this Confidentiality Agreement;



 


		(ii)	solely
                                         to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),
                                         post the Confidential Information to the NRSRO’s password protected website; and



 


		(iii)	use
                                         information derived from the Confidential Information in connection with an Intended
                                         Purpose, if such derived information does not reveal any Confidential Information.



 


		3.	Disclosures
                                         Required by Law. If you or any NRSRO Representative is requested or required (orally
                                         or in writing, by interrogatory, subpoena, civil investigatory demand, request for information
                                         or documents, deposition or similar process relating to any legal proceeding, investigation,
                                         hearing or otherwise) to disclose any Confidential Information, you agree to provide
                                         the relevant Furnishing Entity with notice as soon as practicable (except in the case
                                         of regulatory or other governmental inquiry, examination or investigation, and otherwise
                                         to the extent practical and permitted by law, regulation or regulatory or other governmental
                                         authority) that a request to disclose the Confidential 



 






    Z-4


    


    

 


			Information
                                         has been made so that the relevant Furnishing Entity may seek an appropriate protective
                                         order or other reasonable assurance that confidential treatment will be accorded the
                                         Confidential Information if it so chooses. Unless otherwise required by a court or other
                                         governmental or regulatory authority to do so, and provided that you been informed by
                                         written notice that the related Furnishing Entity is seeking a protective order or other
                                         reasonable assurance for confidential treatment with respect to the requested Confidential
                                         Information, you agree not to disclose the Confidential Information while the Furnishing
                                         Entity’s effort to obtain such a protective order or other reasonable assurance
                                         for confidential treatment is pending. You agree to reasonably cooperate with each Furnishing
                                         Entity in its efforts to obtain a protective order or other reasonable assurance that
                                         confidential treatment will be accorded to the portion of the Confidential Information
                                         that is being disclosed, at the sole expense of such Furnishing Entity; provided,
                                         however, that in no event shall the NRSRO be required to take a position that
                                         such information should be entitled to receive such a protective order or reasonable
                                         assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining
                                         a protective order or other remedy, you agree to comply with its terms with respect to
                                         the disclosure of the Confidential Information, at the sole expense of such Furnishing
                                         Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing
                                         Entity waives compliance with the provisions of this Confidentiality Agreement in writing,
                                         you agree to furnish only such information as you are legally required to disclose, at
                                         the sole expense of the relevant Furnishing Entity.



 


		4.	Obligation
                                         to Return Evaluation Material. Promptly upon written request by or on behalf of the
                                         relevant Furnishing Entity, all material or documents, including copies thereof, that
                                         contain Evaluation Material will be destroyed or, in your sole discretion, returned to
                                         the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain
                                         one or more copies of any document or other material containing Evaluation Material to
                                         the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s
                                         internal policies and procedures designed to ensure legal or regulatory compliance) and
                                         (b) the NRSRO may retain any portion of the Evaluation Material that may be found in
                                         backup tapes or other archive or electronic media or other documents prepared by the
                                         NRSRO and any Evaluation Material obtained in an oral communication; provided,
                                         that any Evaluation Material so retained by the NRSRO will remain subject to this Confidentiality
                                         Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.



 


		5.	Violations
                                         of this Confidentiality Agreement.



 


		(a)	The
                                         NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the
                                         NRSRO or any NRSRO Representative.



 


		(b)	You
                                         agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation
                                         or unauthorized disclosure or use by any person of the Confidential Information which
                                         may come to your attention and to take all steps reasonably requested by such Furnishing
                                         Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure
                                         or use.



 



    Z-5


    


    

 





		(c)	You
                                         acknowledge and agree that the Furnishing Entities would not have an adequate remedy
                                         at law and would be irreparably harmed in the event that any of the provisions of this
                                         Confidentiality Agreement were not performed in accordance with their specific terms
                                         or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall
                                         be entitled to specific performance and injunctive relief to prevent breaches of this
                                         Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
                                         in addition to any other remedy to which a Furnishing Entity may be entitled at law or
                                         in equity. It is further understood and agreed that no failure to or delay in exercising
                                         any right, power or privilege hereunder shall preclude any other or further exercise
                                         of any right, power or privilege.



 


		6.	Term.
                                         Notwithstanding the termination or cancellation of this Confidentiality Agreement and
                                         regardless of whether the NRSRO has provided a credit rating on a Security, your obligations
                                         under this Confidentiality Agreement will survive indefinitely.



 


		7.	Governing
                                         Law. This Confidentiality Agreement and any claim, controversy or dispute arising
                                         under the Confidentiality Agreement, the relationships of the parties and/or the interpretation
                                         and enforcement of the rights and duties of the parties shall be governed by and construed
                                         in accordance with the laws of the State of New York applicable to agreements made and
                                         to be performed within such State.



 


		8.	Amendments.
                                         This Confidentiality Agreement may be modified or waived only by a separate writing by
                                         the NRSRO and each Furnishing Entity.



 


		9.	Entire
                                         Agreement. This Confidentiality Agreement represents the entire agreement between
                                         you and the Furnishing Entities relating to the treatment of Confidential Information
                                         heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other
                                         understandings and agreements between us relating to such matters; provided, however,
                                         that, if the terms of this Confidentiality Agreement conflict with another agreement
                                         relating to the Confidential Information that specifically states that the terms of such
                                         agreement shall supersede, modify or amend the terms of this Confidentiality Agreement,
                                         then to the extent the terms of this Confidentiality Agreement conflict with such agreement,
                                         the terms of such agreement shall control notwithstanding acceptance by you of the terms
                                         hereof by entry into this website.



 


		10.	Contact
                                         Information. Notices for each Furnishing Entity under this Confidentiality Agreement,
                                         shall be directed as set forth below:



 





	 	[____________________	]





 




    Z-6


    


    

 


EXHIBIT
AA-1


 


FORM
OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Deutsche
Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy via email to:


 


cmbs.requests@db.com


 


		Re:	Deutsche
                                         Mortgage & Asset Receiving Corporation, Benchmark 2019-B13 Mortgage Trust Commercial
                                         Mortgage Pass-Through Certificates, Series 2019-B13_  



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement,
dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), and executed with respect to the above-referenced
transaction. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as Depositor, that:


 


1.       The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees with respect to the Mortgage Loans for which
_________________ is the Master Servicer (the “Excess Servicing Fee Right”), with the full right to transfer
the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 


2.       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the


 






    AA-1-1


    


    

 


Excess
Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the
disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or
would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities
laws.


 





	 	Very truly
    yours, 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:







 







    AA-1-2


    


    

 


EXHIBIT
AA-2


 


FORM
OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Deutsche
Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy via email to:


 


cmbs.requests@db.com








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





10851
Mastin Street, Suite 700





Overland
Park, Kansas 66210





Attention:
Executive Vice President – Division Head





Facsimile:
(888) 706-3565


 


Re:
         Deutsche Mortgage & Asset Receiving Corporation, Benchmark 2019-B13
Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13


 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement,
dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), entered into and executed with respect
to the above-referenced transaction. All capitalized terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor
and the Master Servicer, that:


 


1.       The
Transferee is acquiring the right to receive Excess Servicing Fees with respect to the Mortgage Loans as to which __________________
is the applicable Master Servicer (the “Excess Servicing Fee Right”) for its own account for investment and
not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which
would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities
laws.


 






    AA-2-1


    


    

 


2.       The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator
or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing
Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration
and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached
as Exhibit AA-1 to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a
certificate from the prospective transferee substantially in the form attached as Exhibit AA-2 to the Pooling and Servicing Agreement.


 


3.       The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.       Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any
manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security.


 


5.       The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and
servicing of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.       The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity


 






    AA-2-2


    


    

 


owners
come within such paragraphs. The Transferee has such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee has sought such accounting,
legal and tax advice as it has considered necessary to make an informed investment decision; and the Transferee is able to bear
the economic risks of such investment and can afford a complete loss of such investment.


 


7.       The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law,
court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however,
that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the
Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in
writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant
to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other
than such Persons’ auditors, legal counsel and regulators.


 


8.       The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing
Agreement except as set forth in Section 3.12(a) of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate
may be reduced to the extent provided in the Pooling and Servicing Agreement.


 





	 	Very truly
    yours, 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 







    AA-2-3


    


    

 


EXHIBIT
BB


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: If during the prior calendar year, (i) any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole
Loan was a Specially Serviced Loan at any time or (ii) the Operating Advisor was entitled to consult with the Special Servicer
with respect to any Major Decision, this report will be delivered no later than [INSERT DATE], pursuant to the terms and conditions
of the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
among Deutsche Mortgage & Asset Receiving Corporation, as the depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as the master servicer, CWCapital Asset Management LLC, as the special servicer, Wells Fargo Bank, National Association,
as the certificate administrator and trustee and Park Bridge Lender Services LLC, as the operating advisor and the asset representations
reviewer.

Transaction: Benchmark 2019-B13 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B13

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer for period: CWCapital Asset Management LLC

Directing Holder: Eightfold Real Estate Capital Fund V, L.P. (or its affiliate)


 


		I.	Population
                                         of Mortgage Loans that Were Considered in Compiling this Report



 


		I.	The
                                         Special Servicer has notified the Operating Advisor that [●] Specially Serviced
                                         Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●]
                                         of those Specially Serviced Loans are still being analyzed by the Special Servicer as
                                         part of the development of an Asset Status Report.



 


		b.	Asset
                                         Status Reports were issued with respect to [●] of such Specially Serviced Loans.
                                         This report is based only on the Specially Serviced Loans in respect of which an Asset
                                         Status Report has been issued. The Asset Status Reports may not yet be fully implemented.



 


		II.	[●]
                                         Mortgage Loans were the subject of a Major Decision as to which the operating advisor
                                         has consultation rights pursuant to the PSA.



 


		II.	Executive
                                         Summary



 


Based
on the requirements and qualifications set forth in the PSA, as well as the items listed below, the Operating Advisor (in accordance
with the Operating Advisor’s analysis


 





 



 


1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.


 









    BB-1


    


    

 


requirements outlined in the PSA) has undertaken a limited review of the Special Servicer’s
reported actions on the loans identified in this report. Based solely on such limited review and subject to the assumptions, limitations
and qualifications set forth herein, the Operating Advisor believes, in its sole discretion exercised in good faith, that the
Special Servicer [is/is not] operating in compliance with the Servicing Standard with respect to its performance of its duties
under the PSA during the prior calendar year on an “asset-level basis”. [The Operating Advisor believes, in its sole
discretion exercised in good faith, that the Special Servicer has failed to comply with the Servicing Standard as a result of
the following material deviations.]


 


		●	[LIST
                                         OF MATERIAL DEVIATION ITEMS]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


		●	[ADD
                                         RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]



 


In
connection with the assessment set forth in this report, the Operating Advisor:


 


		1.	Reviewed
                                         the Asset Status Reports, the Special Servicer’s assessment of compliance report,
                                         attestation report by a third party regarding the Special Servicer’s compliance
                                         with its obligations and net present value calculations and Appraisal Reduction Amount
                                         calculations and [LIST OTHER REVIEWED INFORMATION] for the following [●] Specially
                                         Serviced Loans: [List related Mortgage Loans]



 


		2.	Consulted
                                         with the Special Servicer as provided under the PSA. The Operating Advisor’s analysis
                                         of the Asset Status Reports (including related net present value calculations, Collateral
                                         Deficiency Amount calculations and Appraisal Reduction Amount calculations) related to
                                         the Specially Serviced Loans should be considered a limited investigation and not be
                                         considered a full or limited audit. For instance, we did not re-engineer the quantitative
                                         aspects of their net present value calculator, visit any property, visit the Special
                                         Servicer, visit the Directing Holder or interact with any borrower. In addition, our
                                         review of the net present value calculations and Appraisal Reduction Amount calculations
                                         is limited to the mathematical accuracy of the calculations and the corresponding application
                                         of the non-discretionary portions of the applicable formulas, and as such, does not take
                                         into account the reasonableness of the discretionary portions of such formulas.



 


		III.	Specific
                                         Items of Review



 


		1.	The
                                         Operating Advisor reviewed the following items in connection with the generation of this
                                         report: [LIST MATERIAL ITEMS].



 


		2.	During
                                         the prior year, the Operating Advisor consulted with the Special Servicer regarding its
                                         strategy plan for a limited number of issues related to the following Specially Serviced
                                         Loans: [LIST]. The Operating Advisor participated in discussions and made strategic observations
                                         and recommended alternative courses of action to the extent 






 



    BB-2


    


    

 


it deemed such observations
                                         and recommendations appropriate. The Special Servicer [agreed with/did not agree with]
                                         the material recommendations made by the Operating Advisor. Such recommendations generally
                                         included the following: [LIST].





 


		3.	Net
                                         present value calculations:



 


		4.	The
                                         Operating Advisor [received/did not receive] information necessary to recalculate and
                                         verify the accuracy of the mathematical calculations and the corresponding application
                                         of the non-discretionary portions of the applicable formulas required to be utilized
                                         in connection with any Appraisal Reduction Amount or net present value calculations used
                                         in the special servicer’s determination of what course of action to take in connection
                                         with the workout or liquidation of a Specially Serviced Loan prior to the utilization
                                         by the Special Servicer.



 


		a.	The
                                         Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or]
                                         [the application of the applicable non-discretionary portions of the formula] required
                                         to be utilized for such calculation.



 


		b.	After
                                         consultation with the special servicer to resolve any inaccuracy in the mathematical
                                         calculations or the application of the non-discretionary portions of the related formula
                                         in arriving at those mathematical calculations, such inaccuracy [has been/ has not been]
                                         resolved.



 


		5.	The
                                         following is a general discussion of certain concerns raised by the Operating Advisor
                                         discussed in this report: [LIST CONCERNS].



 


		6.	In
                                         addition to the other information presented herein, the Operating Advisor notes the following
                                         additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications
                                         and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	As
                                         provided in the PSA, the Operating Advisor is not required to report on instances of
                                         non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s
                                         obligations under the PSA that the Operating Advisor determines, in its sole discretion
                                         exercised in good faith, to be immaterial.



 


		2.	In
                                         rendering our assessment herein, we have assumed that all executed factual statements,
                                         instruments, and other documents that we have relied upon in rendering this assessment
                                         have been executed by persons with legal capacity to execute such documents.



 


		3.	Except
                                         as may have been reflected in any Major Decision Reporting Package or any Asset Status
                                         Report that is delivered or made available to the Operating Advisor pursuant to the terms
                                         of the Pooling and Servicing Agreement, the Operating Advisor did not participate in,
                                         or have access to, the Special Servicer’s and Directing Holder’s discussion(s)
                                         regarding any Specially Serviced Loan. The Operating Advisor does not have any obligation
                                         to speak with the Directing Holder or borrower directly. As such, the 






 



    BB-3


    


    

 


Operating Advisor
                                         relied upon the information delivered to it by the Special Servicer as well as its interaction
                                         with the Special Servicer, if any, in gathering the relevant information to generate
                                         this report. The services that we perform are not designed and cannot be relied upon
                                         to detect fraud or illegal acts should any exist.


 


		4.	The
                                         Special Servicer has the legal authority and responsibility to service any Specially
                                         Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor
                                         has no responsibility or authority to alter the standards set forth therein or the actions
                                         of the Special Servicer.



 


		5.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of any communication held between it and the Special Servicer
                                         regarding any Specially Serviced Loans and certain information it reviewed in connection
                                         with its duties under the Pooling and Servicing Agreement. As a result, this report may
                                         not reflect all the relevant information that the Operating Advisor is given access to
                                         by the Special Servicer.



 


		6.	There
                                         are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially
                                         Serviced Loans. These include, but are not limited to, assumptions, ownership changes,
                                         collateral substitutions, capital reserve changes, etc. The Operating Advisor does not
                                         participate in any discussions regarding such actions. As such, Operating Advisor has
                                         not assessed the Special Servicer’s operational compliance with respect to those
                                         types of actions.



 


		7.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the Certificate
                                         Administrator through the Certificate Administrator’s website.



 


		8.	This
                                         report does not constitute recommendations to buy, sell or hold any security, nor does
                                         the Operating Advisor take into account market prices of securities or financial markets
                                         generally when performing its limited review of the Special Servicer as described above.
                                         The Operating Advisor does not have a fiduciary relationship with any Certificateholder
                                         or any other party or individual. Nothing is intended to or should be construed as creating
                                         a fiduciary relationship between the Operating Advisor and any Certificateholder, party
                                         or individual.



 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.


 



    BB-4


    


    

 





	 	PARK BRIDGE LENDER SERVICES LLC,
	 	as Operating Advisor
	 	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC
	 	 	 	Its Sole Member
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:




  







    BB-5


    


    

 


EXHIBIT
CC


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND
VIA FAX TO (410)715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND [_____] AND VIA OVERNIGHT MAIL TO THE ADDRESSES
IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association





9062
Old Annapolis Road

Columbia, Maryland 21045





Attention:
Corporate Trust Services – Benchmark 2019-B13 Mortgage Trust



 


with
copies to:


 


ct.cmbs.bond.admin@wellsfargo.com,
and





trustadministrationgroup@wellsfargo.com


 



 


Deutsche
Mortgage & Asset Receiving Corporation,

as Depositor

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy via email to:





cmbs.requests@db.com


 


		Re:	**Additional
                                         Form [10-D][10-K][8-K] Disclosure Required **



 


Ladies
and Gentlemen:


 


In
accordance with Section [10.06][10.07][10.09] of the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling
and Servicing Agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor, Park
Bridge Lender Services LLC, as asset representations reviewer and Wells Fargo Bank, National Association, as trustee and as certificate
administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian, 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:


 




    CC-1


    


    

 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to ___________, phone number:__________ ; email address: ___________.





 


	 	[NAME
OF PARTY], as [role]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:






 




    CC-2


    


    

 


EXHIBIT
DD-1


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE FOR MASTER SERVICER


 


RECORDING
REQUESTED BY:


 


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





10851
Mastin Street, Suite 700





Overland
Park, Kansas 66210





Attention:
Executive Vice President – Division Head





Facsimile:
(888) 706-3565


 





 






SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wells Fargo Bank, National Association, a national banking association organized and existing
under the laws of the United States and having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045, as Trustee (in
such capacity, the “Trustee”) pursuant to that Pooling and Servicing Agreement dated as of October 1, 2019
(the “Agreement”) between Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Paying Agent, and Custodian, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
(the “Master Servicer”), CWCapital Asset Management LLC, as Special Servicer (the “Special Servicer”)
and Wells Fargo Bank, National Association, as Trustee, hereby constitutes and appoints the Master Servicer, by and through the
Master Servicer’s officers, as 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 Master Servicer and all properties (“Properties”) administered by the Master 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 the Attorney-in-Fact
if such documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein
have the meanings set forth in the Agreement.


 





	 	1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and 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 the Mortgage or deed of trust to












 






    DD-1-1


    


    

 





	 	 	conform same to the original intent of the parties thereto or to correct title errors discovered after such title insurance was issued; provided that (i) said modification or re- recording, in either instance, 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 of 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 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 the 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;



 






    DD-1-2


    


    

 


		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;



 


		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



 






    DD-1-3


    


    

 


		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 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.


 


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 Master Servicer
the power to initiate or defend any suit, litigation or proceeding in the name of Wells Fargo Bank, National Association except
as specifically provided for herein. If the Master Servicer receives any notice of suit, litigation or proceeding in the name
of Wells Fargo Bank, National Association, then the Master 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 Master Servicer under the Agreement or to allow
the Master Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


This
Limited Power of Attorney is effective as of the date below and shall remain in full force and effect until (a) revoked in writing
by the Trustee, or (b) the termination, resignation or removal of the Trustee under the Agreement, or (c) the termination, resignation
or removal of the Master Servicer, or (d) the termination of the Agreement, whichever occurs earlier.


 



    DD-1-4


    


    

 





The
Master 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 Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney
and the Agreement or the earlier resignation or removal of 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, Wells Fargo Bank, National Association, as Trustee for the benefit of the Holders of Benchmark 2019-B13 Mortgage
Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13 has caused its corporate seal to be hereto affixed and these
presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day
of ____________.


 





	 	Wells Fargo Bank, National Association,





as Trustee, for the benefit of the Holders of Benchmark 2019-B13





Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2019-B13


 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:





 





	Attest:	 
	 	 
	Name:	 
	Title: Assistant Secretary	 
	 	 
	Witness:	 







 







    DD-1-5


    


    

 





	 	 
	Witness:	 
	 	 







 









    DD-1-6


    


    

 





	State
of	 	}
	County
of	__________	}













On
________________________, before me, _________________________________Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument
and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 





	Witness
my hand and official seal.	 
	 	 
	 	 
	Notary
signature	 










 






    DD-1-7


    


    









 


EXHIBIT
DD-2


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE FOR SPECIAL SERVICER


 


RECORDING
REQUESTED BY:





CWCapital
Asset Management LLC

7501 Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Brian Hanson (Benchmark 2019-B13)

Email: CWCAMnoticesBenchmark2019-B13@cwcapital.com


 







 






SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wells Fargo Bank, National Association, a national banking association organized and existing
under the laws of the United States and having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045 as Trustee (in such
capacity, the “Trustee”) pursuant to that Pooling and Servicing Agreement dated as of October 1, 2019 (the
“Agreement”) between Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Paying Agent, and Custodian, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer (the “Master Servicer”), CWCapital Asset Management LLC, as Special Servicer (the “Special
Servicer”) and Wells Fargo Bank, National Association, as Trustee, hereby constitutes and appoints the Special Servicer,
by and through the Special Servicer’s officers and authorized employees, as the Trustee’s true and lawful Attorney-in-Fact,
in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the Special Servicer and all properties (“REO Properties”) administered by the
Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily
and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1 through 12 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 Attorney-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 correct title errors



 






    DD-2-1


     


    




 


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 Mortgage Note.



 


		7.	The
                                         assignment of any Mortgage or deed of trust and the related Mortgage 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 Mortgage Note and other loan documents.



 


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in any Mortgage
                                         Notes, Mortgages or deeds of trust, 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 Mortgage Note or the termination, cancellation
                                         or rescission of any such foreclosure or the initiation, prosecution and completion of
                                         eviction actions or proceedings with respect to, or the termination, cancellation or
                                         rescission of any such eviction actions or proceedings, the initiation or defense of
                                         any litigation related to the ownership of any REO Property and the pursuit of title
                                         insurance, hazard insurance and claims in bankruptcy proceedings, including, without
                                         limitation, any and all of the following acts:



  


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;




  



    DD-2-2


     


    

 





		b.	the
                                         preparation and issuance of statements of breach or non-performance;



  


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



  


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



  


		e.	the
                                         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 any 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;



 





		i.	the
                                         creation of a wholly owned entity of the Trust for purposes of holding foreclosed property;
                                         and



 


		j.	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.i. above.



 



		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:



 





		a.	listing
                                         agreements;



 


		b.	purchase
                                         and sale agreements;



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;



 





		d.	escrow
                                         instructions; and



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	Execute
                                         and/or file such documents and take such other action as is proper an necessary to defend
                                         the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation,
                                         provided such resolution shall not include any admission of fault or



 






    DD-2-3


     


    

 


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, deed of trust 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; 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, 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 any and all documents, instruments and certifications as are
                                         reasonably necessary to complete or accomplish the Special Servicer’s duties and
                                         responsibilities under the Agreement.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 



    DD-2-4


     


    

 





Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Special Servicer
the power to initiate or defend any suit, litigation or proceeding in the name of Wells Fargo Bank, National Association except
as specifically provided for herein or in the Agreement. If the Special Servicer receives any notice of suit, litigation or proceeding
in the name of Wells Fargo Bank, National Association, then the Special Servicer shall promptly forward a copy of same to the
Trustee.


 


This
limited power of attorney is not intended to extend or limit the powers granted to the Special Servicer under the Agreement or
to allow the Special Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by
the Agreement.


 


The
Special Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever incurred by the Trustee by reason or result of the negligent use, or negligent or willful misuse,
of this Limited Power of Attorney by the Special Servicer of the powers granted. 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, Wells Fargo Bank, National Association, as Trustee for the benefit of the Holders of Benchmark 2019-B10 Mortgage
Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B10 has caused its corporate seal to be hereto affixed and these
presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day
of ____________.


 





 


	 	Wells
Fargo Bank, National Association, as Trustee, for the benefit of the Holders of Benchmark 2019-B13 Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2019-B13	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 







 


Attest: 


____________________





Name:


Title:
 Assistant Secretary


 



    DD-2-5


     


    

 





Witness: 


____________________


 


Witness: 


_____________________


 






 


State
of               } 


County
of ____}





On
________________________,
        before          me,
_________________________________Notary Public, personally
        appeared ___________________________, who proved to me on the basis of
         satisfactory evidence to be the person whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her
signature on the instrument the person, or the entity upon behalf of which the person acted, executed
the instrument.


 


Witness
my hand and official seal. 


_________________________________





Notary


 









    DD-2-6


     


    

 


EXHIBIT
EE


 


FORM
OF NON-SERVICED MORTGAGE LOAN NOTIFICATION


 


	[Other
    Depositor]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	[Other
    Trustee]*

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]

    *If the Other Trustee is comprised of multiple entities (such as
    a separate trustee and certificate administrator), this form shall be addressed to each such entity
	 	 
	[Other
    Servicer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	[Other
    Special Servicer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	 	 
	[Other
    Operating Advisor]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	[Other
    Asset Representations Reviewer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]


 


		Re:	[Other
                                         Securitization Trust]



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the [Trust][Pooling] and Servicing Agreement, dated as of [_____] (the “Other Pooling and Servicing
Agreement”), between [_____], as Depositor, [_____], as master servicer, [_____], as special servicer, [_____], as certificate
administrator and as trustee, and [_____], as operating advisor and asset representations reviewer. Capitalized terms used but
not defined herein shall have the meanings given to them (or an analogous term) in the Other Pooling and Servicing Agreement.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “B13
PSA”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “B13 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “B13 Master Servicer”),
CWCapital Asset Management LLC, as special servicer (the “B13 Special Servicer”), Wells Fargo Bank, National
Association, as trustee (in such capacity, the “B13 Trustee”), Wells Fargo Bank, National Association, as certificate
administrator (in such capacity, the “B13 Certificate Administrator”), as paying agent and as custodian, and
Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “B13 Operating Advisor”) and as
asset representations


 



    EE-1


     


    

 


reviewer
(in such capacity, the “B13 Asset Representations Reviewer”), pursuant to which the Benchmark 2019-B13 Mortgage
Trust (the “B13 Trust”) was established and the [Osborn Triangle][Grand Canal Shoppes][30 Hudson Yards][3 Columbus
Circle][Woodlands Mall][Northpoint Tower] Companion Loan was transferred to the B13 Trust as of [_____] [_], 2019 (the “Closing
Date”).


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.       Wells
Fargo Bank, National Association, as trustee under the B13 PSA, is the holder of the [Osborn Triangle][Grand Canal Shoppes][30
Hudson Yards][3 Columbus Circle][Woodlands Mall][Northpoint Tower] Companion Loan.


 


2.       The
[Osborn Triangle][Grand Canal Shoppes] [30 Hudson Yards] [3 Columbus Circle][Woodlands Mall][Northpoint Tower] Mortgage Loan [is][is
not] a Significant Obligor (as such term is defined in the B13 PSA) under the B13 PSA.


 


3.       The
contact information for the B13 Depositor, B13 Trustee, the B13 Certificate Administrator, the B13 Master Servicer, the B13 Special
Servicer, the B13 Operating Advisor, the B13 Asset Representations Reviewer, each Rating Agency (as defined in the B13 PSA) and
the Directing Holder (as defined in the B13 PSA) with respect to the [Osborn Triangle][Grand Canal Shoppes][30 Hudson Yards][3
Columbus Circle][Woodlands Mall][Northpoint Tower] Companion Loan are as set forth on Schedule I attached hereto.


 


4.       You
are directed to remit to Midland Loan Services, a Division of PNC Bank, National Association, as the B13 Master Servicer, to the
collection account set forth on Schedule II attached hereto no later than one (1) Business Day after each Determination Date (as
defined in the B13 PSA) all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland
Loan Services, a Division of PNC Bank, National Association, as B13 Master Servicer, no later than one (1) Business Day after
each Determination Date (as defined in the B13 PSA) all reports, statements, documents, communications and other information that
are to be forwarded, delivered or otherwise made available to, the holder of the [Osborn Triangle][Grand Canal Shoppes][30 Hudson
Yards][3 Columbus Circle][Woodlands Mall][Northpoint Tower] Intercreditor Agreement, as applicable.


 


5.       The
B13 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as it may be amended from time to time.


 


6.       A
copy of an executed version of the B13 PSA is [attached hereto][enclosed herewith].


 


Thank
you for your attention to this matter.


 

	 	Wells
    Fargo Bank, National Association, as 

    Certificate Administrator for the Holders of the 

    Benchmark 2019-B13 Mortgage Trust Pass-

    Through Certificates, Series 2019-B13
	 	 	 







    EE-2


     


    

 





	 	By:	 
	 	 	[Name]
	 	 	[Title]





 




    EE-3


     


    

 


SCHEDULE
I


 


TO
FORM OF NOTICE FROM THE CERTIFICATE ADMINISTRATOR 


REGARDING
[NON-SERVICED WHOLE LOAN]


 


	B13
    Depositor:	Deutsche
                                         Mortgage & Asset Receiving Corporation

                                         60 Wall Street

                                         New York, New York 10005

                                         Attention: Lainie Kaye

        with
        a copy via email to:

        cmbs.requests@db.com

	 	 
	B13
    Trustee:	Wells
                                         Fargo Bank, National Association

                                         9062 Old Annapolis Road

                                         Columbia, Maryland 21045-1951

                                         Attention: Corporate Trust Services
                                         (CMBS) – Benchmark 2019-B13

         

        with
        copies to:

         

        cts.cmbs.bond.admin@wellsfargo.com;
        and 

trustadministrationgroup@wellfargo.com

        

	 	 
	B13
    Certificate Administrator:	Wells
                                         Fargo Bank, National Association

                                         9062 Old Annapolis Road

                                         Columbia, Maryland 21045-1951

                                         Attention: Corporate Trust Services
                                         – Benchmark 2019-B13

                                                          

        with
        copies to:

         

        ct.cmbs.bond.admin@wellsfargo.com; and 

trustadministrationgroup@wellsfargo.com 

	 	 
	B13
    Master Servicer:	Midland
                                         Loan Services, a Division of PNC Bank, National Association

        10851
        Mastin Street, Suite 700

        Overland
        Park, Kansas 66210

        Attention:
        Executive Vice President – Division Head

        Facsimile:
        (888) 706-3565

         

        with
        a copy to:

         

        
        Stinson LLP

        1201 Walnut Street, Suite 2900


	 	 



 



    EE-4


     


    

 





	 	Kansas
                                         City, Missouri 64106-2150

                                         Attention: Kenda K. Tomes

                                         Facsimile: (816) 412-9338

                                         Email: kenda.tomes@stinson.com 




	 	 
	B13
    Special Servicer:	CWCapital
                                         Asset Management LLC

                                         7501 Wisconsin Avenue

                                         Bethesda, Maryland 20814

                                         Attention: Brian Hanson (Benchmark
                                         2019-B13)

                                                          

                                                         
                                         with a copy to:

                                                          

                                                         

                                         Email: CWCAMnoticesBenchmark2019-B13@cwcapital 

                                                           

        and
        with a copy to:

         

        
        CWCapital Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Legal Department 

	 	 
	B13
    Operating Advisor:	Park
                                         Bridge Lender Services LLC

                                         600 Third Avenue, 40th Floor

                                         New York, New York 10016

                                         Attention: BMARK 2019-B13 –
                                         Surveillance Manager

                                                          

                                                         
                                         (with a copy sent contemporaneously
                                         via email to: cmbs.notices@parkbridgefinancial.com) 

	 	 
	B13
    Asset Representation Reviewer:	Park
                                         Bridge Lender Services LLC

                                         600 Third Avenue, 40th Floor

                                         New York, New York 10016

                                         Attention: BMARK 2019-B13 –
                                         Surveillance Manager

                                                          

                                                         
                                         (with a copy sent contemporaneously
                                         via email to: cmbs.notices@parkbridgefinancial.com) 

	 	 
	B13
    Rating Agencies:	Kroll
                                         Bond Rating Agency, Inc.

        805
        Third Avenue 29th Floor

        New
        York, New York 10022

        Attention:
        CMBS

        Facsimile
        No.: (646) 731-2395

         

        Fitch
        Ratings, Inc.

        33
        Whitehall Street

        New
        York, New York 10004

        




 



    EE-5


     


    

 





	 	Attention:
                                         Commercial Mortgage Surveillance Group


Facsimile
No.: (212) 635-0295


Email:
info.cmbs@fitchratings.com


 


S&P
Global Ratings , a Standard & Poor’s Financial Services LLC Business


55
Water Street


New
York, New York 10041


Attention:
Commercial Mortgage Surveillance Manager 


Email:
cmbs_info_17g5@standardandpoors.com





	 	 
	B13
    Directing Holder:	Eightfold
    Real Estate Capital, L.P.

    1111 Lincoln Road, Suite 802

    Miami Beach, Florida 33139

    Attention:  Brian Tageson

    Email:  btageson@eightfoldcapital.com



 



    EE-6


     


    

SCHEDULE
II TO FORM OF NOTICE 


 


FROM
THE CERTIFICATE ADMINISTRATOR


REGARDING
[NON-SERVICED WHOLE LOAN] 


 


		Account:	Collection
                                         Account



 


		Account
                                                                        #:	[______]



 


		Title:	Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf
                                         of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders
                                         of Deutsche Mortgage & Asset Receiving Corporation, Benchmark 2019-B13 Mortgage Trust
                                         Commercial Mortgage Pass-Through Certificates, Series 2019-B13 Collection Account



 


		Location:	[___]



 




    EE-7


     


    

 


EXHIBIT
FF


 


FORM
OF SERVICED COMPANION LOAN NOTEHOLDER CERTIFICATION


 


[Date]


 




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


10851
Mastin Street, Suite 700


Overland
Park, Kansas 66210


Attention:
Executive Vice President – Division Head


Facsimile:
(888) 706-3565


 


Wells
Fargo Bank, National Association


9062
Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – Benchmark 2019-B13


 


with
copies to:


 


ct.cmbs.bond.admin@wellsfargo.com,
and


trustadministrationgroup@wellsfargo.com


 


		Re:	Benchmark
                                         2019-B13 Mortgage Trust – Companion Loan



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement (the “Agreement”),
dated as of October 1, 2019, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Park Bridge
Lender Services LLC, as operating advisor and as asset representations reviewer, and Wells Fargo Bank, National Association, as
trustee, as certificate administrator, as paying agent and as custodian, with respect to any Companion Loan (as defined in the
Agreement), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Companion Loan Noteholder (as defined in the Agreement).


 


2.       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 shall keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information shall not, without the prior written consent of the Depositor, be otherwise
disclosed by the


 



    FF-1


     


    

 


undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner, in whole or in part.


 


The
undersigned shall 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.


 


3.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations contained herein remain true and correct.


 


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 Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the
Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to any
such breach by the undersigned or any of its Representatives.


 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


IN
WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized officer, as of the day and year
written above. 





 


	 	[Companion
                                         Loan Noteholder]	 
	 	 	 	 
	 	By:	 	 
	 	 	Title:	 
	 	 	Company:	 
	 	 	Phone:	 



 




    FF-2


     


    

EXHIBIT
GG


 


[RESERVED]


 




    GG-1


     


    

EXHIBIT
HH


 


FORM
OF ASSET REVIEW REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER2


 


To:
[Addresses of Recipients]


 


	Re:	Benchmark
                                         2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13



 


Ladies
and Gentlemen:


 


In
accordance with Section 11.01 of the Pooling and Servicing Agreement, dated as of October 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 Mortgage 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 Mortgage 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 Mortgage 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.



 





 



 


2
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


     


    

 








 


	 	PARK
                                         BRIDGE LENDER SERVICES LLC,

                                         as Asset Representations Reviewer
	 	 	 
		By:	Park
                                         Bridge Advisors LLC

                                         Its Sole Member



 

	 	By:
                                         Park Bridge Financial LLC

                                         Its Sole Member
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 








 







    HH-2


     


    

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]	[Insert
    R&W #]	[Insert
    R&W Name]	[Insert
    Test Description]	[Insert
    Test findings]
	[Insert
    R&W #]	[Insert
    R&W Name]	 	 



 



    HH-3


     


    

 


EXHIBIT
II


 


FORM
OF ASSET REVIEW REPORT SUMMARY 

BY THE ASSET REPRESENTATIONS REVIEWER3


 


To:
[Addresses of Recipients]


 


	Re:	Benchmark
                                         2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13



 


Ladies
and Gentlemen:


 


In
accordance with Section 11.01 of the Pooling and Servicing Agreement, dated as of October 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 Mortgage 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 Mortgage 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 Mortgage 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.



 


 



 




3
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


     


    

  

	 	PARK
                                         BRIDGE LENDER SERVICES LLC,

                                         as Asset Representations Reviewer
	 	 	 
		By:	Park
                                         Bridge Advisors LLC

                                         Its Sole Member



 

	 	By:
                                         Park Bridge Financial LLC

                                         Its Sole Member
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 





 




    II-2


     


    

Exhibit
A


 


Summary
Scorecard

[Template Example Below]


 


	Test
    failures
	Loan
    #	Loan
    Name	Mortgage
    Loan 

    Seller	Representation
    

    and Warranty #	Representation
    and Warranty 

    Name
	[Insert
    Loan #]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	[Insert
    Representation and Warranty #]	[Insert
    Representation and Warranty Name]
	[Insert
    Representation and Warranty #]	[Insert
    Representation and Warranty Name]



 



    II-3


     


    

EXHIBIT
JJ


 


ASSET
REVIEW PROCEDURES


 


Subject
to the Pooling and Servicing Agreement, this Exhibit sets forth Asset Representations Reviewer’s review procedures for each
Delinquent Mortgage Loan based on the information provided for an Asset Review. Capitalized terms used herein and not defined
herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. In the event of any conflict between this
Exhibit JJ and the terms of the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control and govern
the Asset Representation 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 from the parties specified in Section
11.01 of the Pooling and Servicing Agreement:




 


		▪	Notice
                                         of Asset Review Trigger (with attachments)



 


		▪	Asset
                                         Review Vote Election



 


		▪	Notice
                                         of Affirmative Asset Review Vote



 


		▪	List
                                         of all Delinquent Mortgage Loans subject to the Asset Review



 


		▪	Review
                                         Materials for each Delinquent Mortgage Loan via Secure Data Room access, including the
                                         Diligence File



 


		▪	Any
                                         Unsolicited Information (if applicable)



 


	Step
2	For
                         each Delinquent Mortgage 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 Mortgage Loan are
                         missing, using the list of documents in Section 2.01(a) of the Pooling and Servicing Agreement,
                         any comparable lists included in the related Mortgage Loan Purchase Agreement, and any closing checklist
                         from the origination of such Delinquent Mortgage Loan, to guide its review and determination



 



    JJ-1


     


    

 





	Step
3	If
                         ARR determines that the information made available to it in the Secure Data Room with respect to any
                         Delinquent Mortgage Loan is missing any documents required to complete an Asset Review of such Delinquent
                         Mortgage Loan, ARR shall prepare a list of such missing documents and notify Master Servicer (with respect
                         to Non-Specially Serviced Loans) and Special Servicer (with respect to Specially Serviced Loans) or applicable
                         Mortgage Loan Seller of such missing documents. If the Master Servicer or Special Servicer, as applicable,
                         does not provide such document as provided in the Pooling and Servicing Agreement, the ARR shall notify
                         the related Mortgage Loan Seller of such missing information



 


Analysis
and Testing of Representations and Warranties


 


	Step
4	For
                         each Delinquent Mortgage Loan for which ARR has received all Review Materials required to complete an
                         Asset Review of such Delinquent Mortgage Loan, ARR tests such Delinquent Mortgage Loan for compliance
                         with each representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent
                         Mortgage 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 Mortgage 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


 


FORM
OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING 

ACCESS TO SECURE DATA ROOM


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services – Benchmark 2019-B13

Email: trustadministrationgroup@wellsfargo.com





	Attention:	Benchmark
                                         2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between Deutsche Mortgage & Asset
Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
CWCapital Asset Management LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations
reviewer, and Wells Fargo Bank, National Association, as trustee, as certificate administrator, as paying agent and as custodian,
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.


 



    KK-1


     


    

 





4.       [The
undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser of any Certificate.]*


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





 


	 	[NAME
                                         OF PARTY], as [role]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


		Dated:	__________________
                                         



 


[Deutsche
Mortgage & Asset Receiving Corporation]§


 


	By:		 
	 	Name:	 
	 	Title:	 



 


 





§
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-2


     


    

EXHIBIT
LL


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT MORTGAGE 

LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET 

REVIEW TRIGGER]


 


[Date]


 


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

        10851
        Mastin Street, Suite 700

        Overland
        Park, Kansas 66210

        Attention:
        Executive Vice President – Division Head

        Facsimile:
        (888) 706-3565
	Park
                                         Bridge Lender Services LLC

                                         600 Third Avenue, 40th Floor

                                         New York, New York 10016

                                         Attention: BMARK 2019-B13 –
                                         Surveillance Manager (with a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com)

        

	 	 
	CWCapital
                                         Asset Management LLC

                                         7501 Wisconsin Avenue

                                         Bethesda, Maryland 20814

                                         Attention: Brian Hanson (Benchmark
                                         2019-B13)


                                                                                                     

                                                                                                    with
                                         a copy to:

                                         

                                         Email: CWCAMnoticesBenchmark2019-B13@cwcapital.com 

         

        and
        with a copy to:

        

        CWCapital Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Legal Department

        
	Eightfold
    Real Estate Capital, L.P.

    1111 Lincoln Road, Suite 802

    Miami Beach, Florida 33139

    Attention:  Brian Tageson

    Email:  btageson@eightfoldcapital.com
	 	 


 


	Attention:	Benchmark
                                         2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
                                         2019-B13



 


In
accordance with Section 11.01(a) of the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and
Servicing Agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Park Bridge
Lender Services LLC, as operating advisor and asset representations reviewer, and Wells Fargo Bank, National Association, as trustee,
certificate administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian,
the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 



    LL-1


     


    

 





1.
_____ An additional Mortgage Loan has become a Delinquent Mortgage Loan.


 


2.
_____ A Mortgage Loan has ceased to be a Delinquent Mortgage Loan.


 


3.
_____ An Asset Review Trigger has ceased to exist.


 


(check
all that apply)


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 




	 	Wells
                                         Fargo Bank, National Association, as 

                                         Certificate Administrator for
                                         the Holders of the 

                                         Benchmark 2019-B13 Mortgage
                                         Trust Pass-

                                         Through Certificates, Series
                                         2019-B13
	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]





 




    LL-2


     


    

EXHIBIT
MM


 


Form
of Certificate Administrator Receipt of the retained 

certificates


 


[Date]


 


[Retaining
Party]


 


		Re:	Benchmark
                                         2019-B13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-B13
                                         (Deutsche Mortgage & Asset Receiving Corporation as Depositor) 	 



 


In
accordance with Section 5.02(m) of the Pooling and Servicing Agreement, dated as of October 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][HRR Certificates], for the
benefit 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 have the respective meanings set forth in the Agreement.


 




	 	Wells
                                         Fargo Bank, National Association,

                                         not in its individual capacity

                                         but solely as Certificate Administrator
	 	 
	 	 	 







    MM-1


     


    

 





	 	By:	 
	 	 	Name:
	 	 	Title:


 





 




    MM-2


     


    

Schedule
I


 


Certificates
Registered in the Name of [Retaining Party]


 


	Class

                                         (CUSIP)
	Certificate

                                         No.
	Initial

                                         Certificate Balance

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 



    MM-2


     


    

EXHIBIT
NN


 


[RESERVED]




 




    NN-1


     


    

SCHEDULE
I


 


DIRECTING
HOLDERS


 


	Mortgage
    Loan	Directing
    Holder	Contact
    Information
	All
    Serviced Mortgage Loans	Eightfold
    Real Estate Capital, L.P.	Eightfold
    Real Estate Capital, L.P.

    1111 Lincoln Road, Suite 802

    Miami Beach, Florida 33139

    Attention:  Brian Tageson

    Email:  btageson@eightfoldcapital.com




    Sch. I-1


     


    

SCHEDULE
II


 


SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE


 


The
assessment of compliance to be delivered shall address, at a minimum, the criteria identified below as “Relevant Servicing
Criteria” (with each Servicing Function Participant deemed to be responsible for the items applicable to the functions it
is performing and for which the party that retained such Servicing Function Participant is responsible):


 


	 	Relevant Servicing Criteria	Applicable
    

Party(ies)
	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.	Cert.
    Admin.

    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.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
    Servicer

    Special Servicer
	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	 



 



    Sch. II-1


     


    

  


	 	Relevant Servicing Criteria	Applicable
    

Party(ies)
	Reference	Criteria	 






	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
	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Cert.
    Admin.
	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.	Trustee

    Master Servicer

    Special Servicer
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.  For
    purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution
    means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Cert.
    Admin.

    Master Servicer

    Special Servicer



 






    Sch. II-2


     


    

 


	 	Relevant Servicing Criteria	Applicable
    

Party(ies)
	Reference	Criteria	 




	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.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements.  Specifically, such reports (A) are prepared in accordance with timeframes
    and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified
    in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Master Servicer.	Cert.
    Admin.

    Operating Adv. 

    (excluding clauses (C) and (D) in the case of the Operating Adv.)
	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.	Cert.
    Admin.
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Master Servicer’s investor records or Certificate Administrator’s
    investor records, or such other number of days specified in the transaction agreements.	Cert.
    Admin.

     
	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.	Cert.
    Admin.
	 	Pool
    Asset Administration	 



 



    Sch. II-3


     


    

 


	 	Relevant Servicing Criteria	Applicable
    

Party(ies)
	Reference	Criteria	 







	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements.	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Master
    Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the 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
	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 Adv.



 



    Sch. II-4


     


    

	 	Relevant Servicing Criteria	Applicable
    

Party(ies)
	Reference	Criteria	 









	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



  



    Sch. II-5


     


    




 


	 	Relevant Servicing Criteria	Applicable
    

Party(ies)
	Reference	Criteria	 




	1122(d)(4)(xiv)	Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 


At
all times that the Master Servicer and Special Servicer are the same entity, the Master Servicer and the Special Servicer may
provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 




    Sch. II-6


     


    




 




 


SCHEDULE
III


 


CLASS
A-SB PLANNED PRINCIPAL BALANCE SCHEDULE








 

	Period
	Balance($) 

	1	26,919,000.00
	2	26,919,000.00
	3	26,919,000.00
	4	26,919,000.00
	5	26,919,000.00
	6	26,919,000.00
	7	26,919,000.00
	8	26,919,000.00
	9	26,919,000.00
	10	26,919,000.00
	11	26,919,000.00
	12	26,919,000.00
	13	26,919,000.00
	14	26,919,000.00
	15	26,919,000.00
	16	26,919,000.00
	17	26,919,000.00
	18	26,919,000.00
	19	26,919,000.00
	20	26,919,000.00
	21	26,919,000.00
	22	26,919,000.00
	23	26,919,000.00
	24	26,919,000.00
	25	26,919,000.00
	26	26,919,000.00
	27	26,919,000.00
	28	26,919,000.00
	29	26,919,000.00
	30	26,919,000.00
	31	26,919,000.00
	32	26,919,000.00
	33	26,919,000.00
	34	26,919,000.00
	35	26,919,000.00
	36	26,919,000.00
	37	26,919,000.00
	38	26,919,000.00
	39	26,919,000.00
	40	26,919,000.00
	41	26,919,000.00
	42	26,919,000.00
	43	26,919,000.00
	44	26,919,000.00
	45	26,919,000.00
	46	26,919,000.00
	47	26,919,000.00
	48	26,919,000.00
	49	26,919,000.00
	50	26,919,000.00
	51	26,919,000.00
	52	26,919,000.00
	53	26,919,000.00
	54	26,919,000.00
	55	26,919,000.00
	56	26,919,000.00
	57	26,919,000.00
	58	26,919,000.00
	59	26,918,955.51






  


	Period
	Balance($) 

	60	26,533,727.50
	61	26,124,245.92
	62	25,680,966.24
	63	25,268,320.34
	64	24,854,144.05
	65	24,342,049.13
	66	23,924,432.11
	67	23,473,250.03
	68	23,052,408.80
	69	22,598,094.88
	70	22,174,005.73
	71	21,748,343.48
	72	21,289,346.63
	73	20,860,400.98
	74	20,398,214.79
	75	19,965,961.57
	76	19,532,104.77
	77	19,002,167.54
	78	18,564,729.91
	79	18,094,294.98
	80	17,653,487.27
	81	17,179,778.79
	82	16,735,576.19
	83	16,289,725.37
	84	15,811,118.26
	85	15,361,835.44
	86	14,879,894.63
	87	14,427,154.53
	88	13,972,734.35
	89	13,424,154.38
	90	12,966,006.95
	91	12,475,455.44
	92	12,013,785.47
	93	11,519,812.30
	94	11,054,593.84
	95	10,587,648.67
	96	10,088,551.43
	97	9,618,018.93
	98	9,115,437.11
	99	8,641,290.88
	100	8,165,384.61
	101	7,627,454.14
	102	7,147,781.08
	103	6,636,320.50
	104	6,152,966.38
	105	5,637,930.18
	106	5,150,867.89
	107	4,661,997.31
	108	4,141,602.65
	109	3,648,983.27
	110	3,124,947.20
	111	2,628,551.42
	112	2,130,312.48
	113	1,542,006.41
	114	1,039,728.12
	115	  506,309.78
	116
    and thereafter	                 0







    Sch. III-1


     


    















SCHEDULE
IV


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 10.06 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator 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 financial statements required to be provided in connection with Item 6 below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Paying Agent, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
(other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific
written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying
Agent, 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-B13 Mortgage Trust Pooling and Servicing Agreement, each of the Certificate Administrator, the Paying Agent, 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
        1A: Asset-Level Information

        ●     Item
        1111(h) of Regulation AB

        ●     Item
        1125 of Regulation AB
	●     Each
        Mortgage Loan Seller (only with respect to 1121(c)(2))

        ●     Each
        Master Servicer (only with respect to 1121(a)(12) as to non-Specially Serviced Loans)

        ●     Special
        Servicer (only with respect to 1121(a)(12) as to Specially Serviced Loans)

	Item
        1B: Asset Representations Reviewer and Investor Communication:

        ●     Item
        1121(d) of Regulation AB

        ●     Item
        1121(e) of Regulation AB
	●     Depositor

        ●     Certificate
        Administrator

        ●     Asset
        Representations Reviewer

	Item
    2: Legal Proceedings:

    Item 1117 of Regulation AB (to the extent material to Certificateholders)	●     Master
        Servicer (as to itself)

        ●     Special
        Servicer (as to itself)

        ●     Trustee
        (as to itself)

        ●     Certificate
        Administrator (as to itself)




    Sch. IV-1 


     


    

	 	●     Depositor
        (as to itself)

        ●     Any
        other Reporting Servicer (as to itself)

        ●     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust

        ●     Each
        Mortgage Loan Seller

        ●     Originators
        under Item 1110 of Regulation AB (to be provided by the Depositor)

        ●     Party
        under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)

	Item
    3: Sale of Securities and Use of Proceeds	  ●     Depositor
	Item
    4: Defaults Upon Senior Securities	●     Certificate
        Administrator

        ●     Trustee

	Item
    5: Submission of Matters to a Vote of Security Holders	  ●     Certificate
    Administrator
	Item
    6: Significant Obligors of Pool Assets	  ●     Master
    Servicer
	Item
    7: Change in Sponsor Interest in the Securities:

    Item 1124 of Regulation AB	  ●     Each
    Mortgage Loan Seller
	Item
    8: Significant Enhancement Provider Information	  ●     N/A
	Item
    9: Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)	  ●   Any
    party responsible for disclosure items on Form 8-K to the extent of such items
	Item
    10: Exhibits	●     Depositor
        (exhibits required by Item 601 of Regulation S-K, such as material agreements)

        ●     Certificate
        Administrator (Monthly Statement to Certificateholders)





    Sch. IV-2 


     


    

SCHEDULE
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 10.07 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information
described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column to the extent such party
has actual knowledge (and in the case of financial statements required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Paying Agent, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
(other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific
written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying
Agent, 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-B13 Mortgage Trust Pooling and Servicing Agreement, each of the Certificate Administrator, the Paying Agent, 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 (information required to be disclosed on Form 8-K that was not properly disclosed)	●    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 1112(b)(1) of Regulation AB	●     Master
    Servicer
	Additional
    Item:

    Disclosure per Items 1114(b)(2) and 1115(b) of Regulation AB	●     N/A




    Sch. V-1 


     


    

	Additional
    Item:

    Disclosure per Item 1117 of Regulation AB (to the extent material to Certificateholders)	●     Master
        Servicer (as to itself)

        ●     Special
        Servicer (as to itself)

        ●     Certificate
        Administrator (as to itself)

        ●     Trustee
        (as to itself)

        ●     Depositor
        (as to itself)

        ●     Operating
        Advisor (as to itself)

        ●     Asset
        Representations Reviewer (as to itself)

        ●     Any
        other Reporting Servicer (as to itself)

        ●     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust

        ●     Each
        Mortgage Loan Seller

        ●     Originators
        under Item 1110 of Regulation AB (to be provided by the Depositor)

        ●     Party
        under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)





    Sch. V-2 


     


    

	Additional
    Item:

    Disclosure per Item 1119 of Regulation AB	●     Master
        Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the
        Trustee, Certificate Administrator, Special Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3))

        ●     Special
        Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the
        Trustee, Certificate Administrator, Master Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3))

        ●     Certificate
        Administrator (as to itself) (to the extent material to Certificateholders)

        ●     Trustee
        (as to itself) (to the extent material to Certificateholders)

        ●     Depositor
        (as to itself)

        ●     Depositor
        (as to the Trust)

        ●     Each
        Mortgage Loan Seller

        ●     Operating
        Advisor (as to itself)

        ●     Asset
        Representations Reviewer (as to itself)

        ●     Originators
        under Item 1110 of Regulation AB (to be provided by the Depositor)

        ●     Party
        under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)





    Sch. V-3 


     


    

SCHEDULE
VI


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 10.09 of the Pooling and Servicing Agreement to report to the Depositor and the Certificate Administrator the occurrence
of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K” column to the extent
such party has actual knowledge of such information (other than information as to itself). Each of the Certificate Administrator,
the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely
on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus),
in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate
Administrator, the Paying Agent, 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-B13 Mortgage Trust Pooling and Servicing Agreement, each of the Certificate Administrator,
the Paying Agent, 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

    

    Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization,
    even if depositor is not a party. 

    

    Examples: servicing agreement, custodial agreement.

    

    Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus	●    Trustee/Certificate
    Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements such entity is a party
    to or entered into on behalf of the Trust)
	Item
    1.02- Termination of a Material Definitive Agreement

    

    Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than
    expiration in accordance with its terms), even if depositor is not a party. 

    
 	●    Trustee/Certificate
    Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements such entity is a party
    to or entered into on behalf of the Trust)




    Sch. VI-1 


     


    

	Item
    on Form 8-K	Party
    Responsible 
	Examples: servicing agreement, custodial agreement.

                                                                                 

                                                                                Item 1.03- Bankruptcy or Receivership
	●     Depositor

        ●     Each
        Mortgage Loan Seller

	Item
    2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
    Arrangement

    

    Includes an early amortization, performance trigger or other event, including event of default, that would materially alter
    the payment priority/distribution of cash flows/amortization schedule.

    

    Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders.	●     Depositor

        ●     Certificate
        Administrator

	Item
    3.03- Material Modification to Rights of Security Holders

    

    Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the
    Pooling and Servicing Agreement.	●     Certificate
    Administrator
	Item
    5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year

    

    Disclosure is required of any amendment “to the governing documents of the issuing entity”.	●     Depositor
	Item
    5.06 – Change in Shell Company Status	●     Depositor
	Item
    5.07 – Submission of Matters to a Vote of Security Holders	●     Depositor
	Item
    5.08 – Shareholder Director Nomination	●     Depositor
	Item
    6.01- ABS Informational and Computational Material	●     Depositor
	Item
    6.02- Change of Servicer or Trustee 

    

    Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other
    servicer servicing 10% or more of pool assets at time of report, other material servicers or trustee.	●     Master
        Servicer (as to itself or a servicer retained by it)

        ●     Special
        Servicer (as to itself or a servicer retained by it)

        ●     Certificate
        Administrator (as to itself or an entity retained by it)

        ●     Trustee





    Sch. VI-2 


     


    

	Item
    on Form 8-K	Party
    Responsible 
	 	●     Depositor
	Reg
    AB disclosure about any new servicer or master servicer is also required.	●     Master
    Servicer or Special Servicer, as applicable
	Reg
    AB disclosure about any new Trustee is also required.	●     Trustee
	Reg
    AB disclosure about any new Certificate Administrator is also required.	●     Certificate
    Administrator
	Item
    6.03- Change in Credit Enhancement or Other External Support	 N/A
	Item
    6.04- Failure to Make a Required Distribution	●     Certificate
    Administrator
	Item
    6.05- Securities Act Updating Disclosure

    

    If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in
    the final prospectus, provide updated Reg AB disclosure about the actual asset pool.

    

    If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide
    the information called for in Items 1108 and 1110 respectively.	●     Depositor
	Item
    7.01- Regulation FD Disclosure	●     Depositor
	Item
    8.01 – Other Events

    

    Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance
    to certificateholders.	●     Depositor
	Item
    9.01 – Financial Statements and Exhibits	●     Responsible
    party for reporting/disclosing the financial statement or exhibit




    Sch. VI-3 


     


    






SCHEDULE
VII


  


INITIAL
SERVICED COMPANION LOAN NOTEHOLDERS








	Serviced
    Companion 

Loan	Initial
    Noteholders	Address
	Sunset
    North	JPMorgan
    Chase Bank, 

National Association (Note A-2

Holder and Note A-3 Holder)	Note
        A-2 Holder and Note A-3 Holder:

        JPMorgan
        Chase Bank, National 

Association

        383 Madison Avenue, 8th Floor

        New York, New York 10179

        Email: 

US_CMBS_Notice@jpmorgan.com

        Attention: Kunal K. Singh

        

        -and-

        

        JPMorgan Chase Bank, National 

Association

        4 New York Plaza, 21st Floor

        New York, New York 10004-2413

        Attention: SPG Legal

        Email:
        

US_CMBS_Notice@jpmorgan.com

        with
        a copy to:

        

        Cadwalader, Wickersham & Taft LLP

        227
        West Trade Street

        Charlotte, NC 28202

        Attention: David Burkholder

        Facsimile No.: (704) 348-5309




 






    Sch. VII-1


     


    

 


	Rivertowne
    Commons	Citi
    Real Estate Funding Inc. 

(Note A-2 Holder)	Note
        A-2 Holder:

        Citi
        Real Estate Funding Inc.

        390
        Greenwich Street, 5th Floor

        New
        York, New York 10013

        Attention:
        Raul Orozco

        Facsimile
        number: (347) 394-0898

         

        with
        copies to:

         

        Citi
        Real Estate Funding Inc.

        388
        Greenwich Street, 6th Floor

        New
        York, New York 10013

        Attention:
        Richard Simpson

        Facsimile
        number: (646) 328-2943

        with
        an electronic copy emailed to:

        richard.simpson@citi.com

         

        and

         

        Citi
        Real Estate Funding Inc.

        388
        Greenwich Street, 17th Floor

        New
        York, New York 10013

        Attention:
        Ryan M. O’Connor

        Facsimile
        number: (646) 862-8988

        with
        an electronic copy emailed to: 

ryan.m.oconnor@citi.com




 






    Sch. VII-2


     


    

 


	900
    & 990 Stewart Avenue	JPMorgan
    Chase Bank, 

National Association (Note A-2 Holder)	Note
        A-2 Holder:

        JPMorgan
        Chase Bank, National 

Association

        383 Madison Avenue, 8th Floor

        New York, New York 10179

        Email: 

US_CMBS_Notice@jpmorgan.com

        Attention: Kunal K. Singh

        


        -and-

        

        JPMorgan Chase Bank, National 

Association

        4 New York Plaza, 21st Floor

        New York, New York 10004-2413

        Attention: SPG Legal

        Email:
        

US_CMBS_Notice@jpmorgan.com

        with
        a copy to:

        

        Cadwalader, Wickersham & Taft LLP

        227
        West Trade Street

        Charlotte, NC 28202

        Attention: David Burkholder

        Facsimile No.: (704) 348-5309




 






    Sch. VII-3


     


    

 


	City
    Hyde Park	JPMorgan
    Chase Bank (Note A-2 Holder and Note A-3 Holder)	Note
        A-2 and Note A-3 Holder:

        JPMorgan
        Chase Bank, National 

Association

        383 Madison Avenue, 8th Floor

        New York, New York 10179

        Email: 

US_CMBS_Notice@jpmorgan.com

        Attention: Kunal K. Singh

        


        -and-

        

        JPMorgan Chase Bank, National 

Association

        4 New York Plaza, 21st Floor

        New York, New York 10004-2413

        Attention: SPG Legal

        Email:
        

US_CMBS_Notice@jpmorgan.com

        with
        a copy to:

        

        Cadwalader, Wickersham & Taft LLP

        227
        West Trade Street

        Charlotte, NC 28202

        Attention: David Burkholder

        Facsimile No.: (704) 348-5309

         

	Wind
    Creek Leased Fee	CD
    2019-CD8 Mortgage Trust (Note A-1 Holder and Note A-2 Holder	Note
        A-1 Holder and Note A-2 Holder:

        Midland
        Loan Services, a Division of 

PNC Bank, National Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – 

Division Head

        Facsimile: (888) 706-3565

        with
        a copy to:

        Stinson
        LLP

        1201 Walnut Street

        Suite 2900

        Kansas City, Missouri 64106-2150

        Fax Number: (816) 412-9338

        Attention: Kenda K. Tomes

        Email: kenda.tomes@stinson.com




 






    Sch. VII-4


     


    

 




	 	Citigroup Commercial

                                                                                Mortgage Trust 2019-GC41 

(Note A-3 Holder)
	Note
        A-3 Holder:

        Midland
        Loan Services, a Division of 

PNC Bank, National Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – 

Division Head

        Fax number: 1-888-706-3565

        with
        a copy to:

        Stinson
        LLP

        1201 Walnut Street, Suite 2900

        Kansas City, Missouri 64106 2150

        Attention: Kenda K. Tomes

        Fax number: (816) 412-9338

         

	 	DBR
    Investments Co. Limited 

(Note A-5-1 Holder)	Note
        A-5-1 Holder:

        DBR
        Investments Co. Limited

        60 Wall Street

        New York, New York 10005

        Attention: Robert Pettinato

        Telecopier: (212) 797-4488

        E-Mail: Robert.pettinato@db.com

        with
        a copy to:

        DBR
        Investments Co. Limited

        60 Wall Street

        New York, New York 10005

        Attention: General Counsel

	 	 	 
	Beverly
    Hills BMW	Deutsche
    Bank AG, New York Branch (Note A-2 Holder and Note A-3 Holder)	Note
        A-2 Holder and Note A-3 Holder:

         

        Deutsche
        Bank AG, New York Branch

        60 Wall Street

        New York, New York 10005

        Attention: Robert Pettinato


        



 






    Sch. VII-5


     


    

 


	 	 	

        Telecopier: (212) 797-4488

        E-Mail: Robert.pettinato@db.com

         

        with
        a copy to:

         

        Deutsche
        Bank AG, New York Branch

        60 Wall Street

        New York, New York 10005

        Attention: General Counsel

         

        with
        a copy to:

         

        Cadwalader,
        Wickersham & Taft LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Robert Kim

        Facsimile No.: (212) 504-6666







 





    Sch. VII-6


     


    

 





SCHEDULE
VIII


  


CONTACT
INFORMATION FOR THE OTHER 17G-5 INFORMATION PROVIDER


 





	Other 17g-5 

Information Provider	Transaction	Contact Information
	Wells Fargo Bank, National Association	CD 2019-GC41	
        17g5informationprovider@wellsfargo.com

        (in an electronic format readable and uploadable
        (that is not locked or corrupted) on the 17g-5 Information Provider’s system, specifically with a subject reference of “CD
        2019-CD8 Mortgage Trust” and an identification of the type of information being provided in the body of such electronic mail

	Citibank, N.A.	CGCMT 2019-GC41	The website established and maintained by the Rule 17g-5 Information Provider, initially located at https://sf.citidirect.com, under the “NRSRO” tab for the related transaction.




 






    Sch. VIII-1


     


    

 





SCHEDULE
IX


  


MORTGAGE
LOANS WITH “PERFORMANCE”, “EARN-OUT” OR “HOLDBACK” 

ESCROWS OR RESERVES EXCEEDING 10% OF THE STATED PRINCIPAL


BALANCE OF THE MORTGAGE LOAN OR WHOLE LOAN, AS APPLICABLE,
AS 

OF THE CUT-OFF DATE 





	Loan No.	Loan	Reserve Type	Amount
	29	Hotel Indigo Birmingham	
        Earn-Out Reserve

        Parking Reserve
	
        $430,000

        $320,000





  



    Sch. IX-1